Terms & Conditions

Buzzlogix, LLC (“Buzzlogix”)
Terms and Conditions
Last Modified: January 26, 2015

These terms and conditions (“Terms of Service” or “Agreement”) govern your access to and use of Buzzlogix’s services (“Services”) that are accessible at http://www.buzzlogix.net (the “Site”), and any and all information, text, graphics, photos or other materials uploaded, downloaded, or appearing on or related to the Services.

BY ACCESSING AND USING THE SERVICES, YOU ARE “ACCEPTING” AND AGREEING TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THESE TERMS IN THEIR ENTIRETY, YOU SHALL NOT ACCESS OR USE THE SERVICES.

Wherever used in these Terms of Service, “you”, “your” “Customer” or similar terms means the person or legal entity accessing or using the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms of Service.

Buzzlogix may update and change any or all of these Terms of Service from time to time, in its sole discretion, including but not limited to the fees and charges associated with the use of the Services. If Buzzlogix does so, it will post the modified Terms of Service on the Site or through other communications. Continued use of the Services after any such changes have been made shall constitute your consent to such changes. You are responsible for regularly reviewing the most current version of the Terms of Service, which are available at: https://buzzlogix-website.appspot.com/terms-and-conditions.

1. Definitions
1.1 “Affiliate” means a person or entity that owns, is owned by, or is under common control with a Party, and “control” in this definition means that a person or entity owns 50% or more of the equity interest of any entity and/or has the ability to control the management of such entity.

1.2 “Authorized Users” means individuals who are authorized by Customer to use the Services with varying levels of control and access as specifiable by Customer and who have been supplied user identifications and passwords by Customer. Authorized Users may include the employees, consultants, contractors, agents, or other designees of Customer and its Affiliates.

1.3 “Buzzlogix Application” means the proprietary software, content, text, images, media, and other materials delivered either through the web platform that provides Services.

1.4 “Customer Content” means all information and data (including text, images, photos, videos, audio, and documents) or any other content in any media and format provided or made available to Buzzlogix by or on behalf of Customer in relation to the use of the Buzzlogix Services.

1.5 “Fair Use Policy” means the limits placed on usage as described in Section 2.7.

1.6 “Mentions” means the information, including links, posts, and excerpts, that has been made publicly available and obtained by Buzzlogix on Customer’s behalf from the Internet, and data derived therefrom, including reports, summaries, graphs, and charts.

1.7 “Purchased Services” means any additional products and services that are ordered by Customer under a Purchase Order Form (as defined herein) and made available by Buzzlogix, which may include Query-based Subscriptions, but expressly excludes any Third-Party Services (as defined herein).

1.8 “Query” means a search string that an Authorized User uses to define what words and phrases must be present in a Mention for that Mention to be included in the applicable stream, and any such individual Query is referred to as a “Stream” in the Purchase Order Form.

1.9 “Query-based Subscription” means a subscription whereby Customer pays for either batches of Queries or individual Queries, as set out in the applicable Purchase Order Form, and where all Mentions are subject to the Fair Use Policy, delivered through the Buzzlogix Services.

1.10 “Seat” means a single subscription associated with a single log-in to the Buzzlogix Services, assigned by Customer to one Authorized User.

1.11 “Service Start Date” means the earlier of (i) the date set forth on the Purchase Order Form and (ii) the first date on which Customer is granted access to the Services.

1.12 “Supported Platform(s)” means the social networking site(s) currently supported by the Buzzlogix Services.

1.13 “Taxes” means all taxes, assessments, charges, fees, and levies that may be levied or based upon the sale or license of goods and/or services, as the case may be, including all sales, use, goods and services, value added, and excise taxes, custom duties, and assessments together with any installments with respect thereto, and any interest, fines, and penalties with respect thereto, imposed by any governmental authority (including federal, state, provincial, municipal, and foreign governmental authorities).

2. Services
2.1 Services. During the Term (as defined herein), subject to the terms and conditions of this Agreement, and solely for Customer’s internal business purposes, Buzzlogix shall (i) make the Buzzlogix Services available to Customer and its Authorized Users for the number of Seats purchased; and (ii) provide Customer with the Services, the whole as fully described in accordance with an applicable purchase order form (“Purchase Order Form”), the first of which is attached hereto.

2.2 Affiliates. Each Customer Affiliate that wishes to use the Buzzlogix Services shall enter into a separate Purchase Order Form substantially in the form of the initial Purchase Order Form, which incorporates the terms of this Agreement by reference.

2.3 Customer and Authorized Users’ Responsibilities. Customer shall
(i) be responsible for Authorized Users’ compliance with this Agreement, including the Fair Use Policy;
(ii) be solely responsible for the accuracy, quality, integrity, and legality of Customer Content and of the means by which it acquired or generated Customer Content;
(iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, including keeping its password and user name confidential and not permitting any third party to access or use its user name, password, or account for the Services;
(iv) be solely responsible and liable for all activity conducted through its account in connection with the Services;
(v) promptly notify Buzzlogix if Customer becomes aware of or reasonably suspects any security breach, including any loss, theft, or unauthorized disclosure or use of its user name, password, or account;
(vi) use the Services only in accordance with all applicable laws and government regulations; and/or
(vii) comply in all respects with all applicable terms of the Third-Party Services that it subscribes to.
Customer must not
(a) make the Services available to anyone other than its Authorized Users;
(b) allow more than one individual Authorized User to use a Seat;
(c) sell, trade, or otherwise transfer its Seats to another party;
(d) use the Services to store or transmit any content, including Customer Content, that may be infringing, defamatory, threatening, harmful, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws, or send spam or other unsolicited messages in violation of applicable law;
(e) upload to, or transmit from, the Services any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or other harmful component;
(f) attempt to reverse engineer, de-compile, hack, disable, interfere with, disassemble, copy, or disrupt the integrity or the performance of the Services, any third-party use of the Services, or any third-party data contained therein;
(g) access the Services in order to build a competitive product or service or copy any ideas, features, functions, or graphics of the Services;
(h) attempt to gain unauthorized access to the Services or its related systems or networks; and/or
(i) authorize, permit, or encourage any third party to do any of the above. Customer understands and agrees that any loss or damage of any kind that occurs as a result of the content of Customer Content is solely Customer’s responsibility.

Buzzlogix is not responsible for any public display or misuse of Customer Content,

2.6 Mentions. Buzzlogix does not own or control Mentions. Mentions shall not be considered “Customer Content” under any circumstances. Mentions may be indecent, offensive, inaccurate, unlawful, or otherwise objectionable. Buzzlogix has no obligation to preview, verify, flag, modify, filter, or remove any Mentions, even if requested to do so, although Buzzlogix may do so in its sole discretion. Customer’s use of Mentions is at Customer’s sole risk, and Buzzlogix shall not be liable to Customer or any third party in relation to Mentions.

2.7 Fair Use Policy. Buzzlogix may suspend Customer’s access to the Services for abusive practices that degrade the performance of the Services for Customer and/or other customers of Buzzlogix. Buzzlogix, in its sole discretion, may determine abusive practices, and such practice may vary among customers.

2.8 Agency. If Customer operates as an agency (an “Agency Customer”) representing various clients (“Clients”), all terms and conditions of this Agreement shall apply to Agency Customer. Agency Customer will also contractually bind its Clients to the terms of this Agreement and Agency Customer will be liable for any breach of this Agreement by its Clients. In addition, Agency Customer represents and warrants that it has obtained all necessary authorizations, consents, and licenses from each Client to act as Client’s agent and, more particularly, has obtained all necessary approvals for the use and subscription to the Services by, and on behalf of, Client.

2.9 Third-Party Products and Services. Customer acknowledges that the Services may enable or assist it to access, correspond with, and purchase services from Supported Platforms and other third parties via third-party websites or applications (collectively, the “Third-Party Services”). When Customer accesses the Third-Party Services, it will do so at its own risk. Any use of Third-Party Services is governed solely by the terms and conditions of such Third-Party Services, and any contract entered into, or any transaction completed via any Third-Party Services, is between Customer and the relevant third party, and not Buzzlogix. Buzzlogix makes no representation and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such Third-Party Services or any transactions completed and any contract entered into by Customer with any such third party.

3. Content and Ownership
3.1 Buzzlogix Services. , Buzzlogix retains all right, title, and interest in and to the Services. Nothing herein shall be construed to restrict, impair, encumber, alter, deprive, or adversely affect the Services or any of Buzzlogix’s rights or interests therein or any other Buzzlogix intellectual property, brands, information, content, processes, methodologies, products, goods, services, materials, or rights, tangible or intangible. All rights, title, and interest in and to the Services not expressly granted in this Agreement are reserved by Buzzlogix.

3.2 Customer Content. Customer hereby grants Buzzlogix a perpetual, worldwide, non- exclusive, transferable, sub-licenseable license, to access, use, reproduce, sell, modify, create derivative works of, provide access to, electronically distribute, transmit, perform, format, display, store, archive, and index the Customer Content. Subject only to the limited license expressly granted herein, Customer and its Authorized Users shall retain all right, title and interest in and to the Customer Content and all intellectual property rights therein.

3.3 Liability. Customer is solely Liable for the Customer Content that Authorized Users upload, publish, display, link to, or otherwise make available via the Services, and Customer agrees that Buzzlogix is only acting as a passive conduit for the online distribution and publication of the Customer Content and the online display of Queries and Mentions. Buzzlogix will not review, share, distribute, or reference any Customer Content except as provided herein, as provided in Buzzlogix’s privacy and copyright policy, or as may be required by law. Notwithstanding the foregoing, Buzzlogix retains the authority to remove any Customer Content uploaded that it deems in violation of this Agreement, at its sole discretion. Customer agrees to take commercially reasonable steps to ensure that Authorized Users do not post Customer Content in violation of this Agreement.

4. Products and Fees
4.1 Fees. Customer will pay all fees as and when described per the Purchase Order Form(s) (the “Fees”).

4.2 Invoicing. Buzzlogix shall invoice Customer for the Fees in the currency set forth on the applicable Purchase Order Form. Unless otherwise stated on the Purchase Order Form, all invoices shall be payable within 30 days of the invoice date. Any disputed amounts shall not affect payment of nondisputed amounts. Customer shall make payments to the entity and address set forth in the invoice. Buzzlogix may offset and Fees owed from any outstanding amounts Buzzlogix’s owes to Customer.

4.3 Late Payment. If any amounts invoiced hereunder are not received by Buzzlogix by the due date, then at Buzzlogix’s discretion, such charges may accrue late interest at the rate of 18% per year or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. In addition, Buzzlogix may suspend Customer’s access to the Services if Buzzlogix does not receive the amounts invoiced hereunder by the due date.

4.4 Taxes. Customer is responsible for paying all Taxes associated with the subscription to the Services. If Buzzlogix has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides Buzzlogix with a valid tax exemption certificate authorized by the appropriate taxing authority. Any and all payments by or on account of the compensation payable under this Agreement shall be made free and clear of and without deduction or withholding for any Taxes. If Customer is required to deduct or withhold any Taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, Buzzlogix receives an amount equal to the sum it would have received had no such deduction or withholding been made.

5. Security
Buzzlogix has implemented technical and organizational measures consistent with the prevailing industry standards. However, Buzzlogix cannot guarantee that unauthorized third parties will never be able to defeat those measures and expressly denies any responsibility for damages, monetary or otherwise, resulting from unauthorized third party access, use, alteration, or disclosure of Customer’s data.

6. Term and Termination
6.1 Term of Agreement. This Agreement shall commence on the Service Start Date of the first Purchase Order Form (the “Effective Date”) and shall continue in effect until all Purchase Order Forms have expired or this Agreement has been terminated in accordance with Section 6.3 or Section 8.1(c) below (the “Term”).

6.2 Term of Purchase Order Forms. The term of each Purchase Order Form shall start on the start date specified on the Purchase Order Form and shall continue for the term specified therein. Except as otherwise specified in the applicable Purchase Order Form, all Purchase Order Forms shall automatically renew for subsequent one-year renewal periods, unless either Party gives the other Party written notice of non- renewal at least 120 days prior to the end of the then-current term. Upon renewal, Buzzlogix reserves the right to increase the Fees for Services by providing Customer written notice thereof (which notice may be provided by e-mail). Notwithstanding anything to the contrary, Buzzlogix may terminate a Purchase Order, with or without cause, upon written notice (email shall suffice).

6.3 Termination for Cause. Customer may terminate this Agreement for cause upon 60 days’ written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period.

6.4 Effects of Termination. Upon termination of this Agreement for any reason, all Purchase Order Forms will automatically terminate and: (i) Customer will immediately cease all use of the Services; (ii) Customer will have no further access to its accounts provided by Buzzlogix; and (iii) Customer will pay Buzzlogix all unpaid amounts owing to Buzzlogix.

6.5 Survival. Any provision of this Agreement which, either by its terms or to give effect to its meaning, must survive, including Article 1, Section 2.9, Article 3, Article 5, Section 6.4, this Section 6.5, Article 7, Article 8, Article 9, and Article 10, and such other provisions which expressly, or by their nature, are intended to survive termination shall survive the expiration or termination of this Agreement.

7. Warranty Disclaimer
TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, BUZZLOGIX EXCLUDES ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. BUZZLOGIX SPECIFICALLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, AND NONINFRINGEMENT, THAT ITS SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, OR THAT ITS SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, AND ERROR- FREE. IN ADDITION, BUZZLOGIX DOES NOT WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM BUZZLOGIX OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT. BUZZLOGIX DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. BUZZLOGIX DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY IN RELATION TO THE CONTENT MADE AVAILABLE THROUGH THE SERVICES, INCLUDING THE CUSTOMER CONTENT AND MENTIONS, OR ANY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES. BUZZLOGIX DOES NOT CONTROL OR VET CUSTOMER CONTENT OR MENTIONS AND IS NOT RESPONSIBLE FOR WHAT USERS POST, TRANSMIT, OR SHARE ON OR THROUGH THE SERVICES. BUZZLOGIX IS NOT RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY THIRD-PARTY SERVICES ASSOCIATED WITH OR UTILIZED IN CONNECTION WITH THE SERVICES, INCLUDING THE FAILURE OF ANY SUCH THIRD-PARTY SERVICES.

8. Indemnification
Customer shall defend, indemnify, and hold harmless Buzzlogix, its Affiliates, directors, officers, employees, and agents from and against all claims, losses, damages, penalties, liability, and costs, including reasonable attorneys’ fees, of any kind or nature which are in connection with or arising out of a claim (a) alleging that the Customer Content or Customer’s use of the Services infringes or misappropriates the intellectual property rights, privacy rights, or other private law rights of a third party or violates applicable law; (b) relating to, or arising from, Customer Content, or Customer’s breach of Section 2.8 or Section 3.3; (c) relating to, or arising from, Third-Party Services; and/or (d) relating to, or arising from, Customers, Authorized Users, or Clients acts or omissions.

9. Limitation of Liability
EXCEPT AS EXPRESSLY PROVIDED HEREIN, IN NO EVENT SHALL BUZZLOGIX AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY KIND, INCLUDING ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BY STATUTE, CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE GREATER OF ONE HUNDRED US DOLLARS OR FEES PAID BY CUSTOMER FOR THE SERVICES HEREUNDER DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BUZZLOGIX, ITS DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL USE, OR DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICES OR ANY OTHER ASPECT OF THIS AGREEMENT. UNDER NO CIRCUMSTANCES WILL BUZZLOGIX BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR CUSTOMER’S ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
THE PARTIES ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT THEIR POTENTIAL LIABILITY GIVEN THE FEES CHARGED UNDER THIS AGREEMENT, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF BUZZLOGIX WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.

10. General
10.1 Assignment. Customer may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Buzzlogix (not to be unreasonably withheld), and any attempted assignment without such consent will be void.

10.2 Relationship of the Parties. Each Party is an independent contractor and each Party’s personnel are not employees or agents of the other Party. Nothing in this Agreement shall be construed or deemed to constitute, create, give effect to, or otherwise recognize a joint venture, partnership, or business entity of any kind, or constitute one Party an agent of the other Party. There are no third party beneficiaries, actual or intended, under this Agreement.

10.3 Publicity. Customer agrees that Buzzlogix may use Customer’s name and may disclose that Customer is a customer of the Services in Buzzlogix advertising, press, promotion, and similar public disclosures, including at trade shows and similar events. In addition to the foregoing, Customer hereby grants Buzzlogix a non-exclusive license during the Term to list Customer’s name and display Customer’s logo as a Buzzlogix customer on Buzzlogix’s website.

10.4 Force Majeure. Neither Party will be in default nor liable for any delay or failure to comply with this Agreement due to any act beyond the control of the affected Party, provided such Party immediately notifies the other.

10.5 Counterparts and Interpretation. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one single agreement between the Parties. Headings are for convenience only and are not to be considered in construing or interpreting this Agreement. This Agreement shall be construed and interpreted fairly, in accordance with the plain meaning of its terms, and there shall be no presumption or interference against the Party drafting this Agreement in construing or interpreting the provisions hereof.

10.6 Amendment. No amendment, supplement, restatement, or termination of any provision of this Agreement shall be valid unless it is in writing and signed by each Party to this Agreement at the time of the amendment, supplement, restatement, or termination.

10.7 Severability. Each provision of this Agreement is severable. If any provision of this Agreement is or becomes illegal, invalid, or unenforceable in any jurisdiction, the illegality, invalidity, or unenforceability of that provision will not affect the legality, validity, or enforceability of the remaining provisions of this Agreement or of that provision in any other jurisdiction.

10.8 Notices. All notices and other communication that the Parties give each other in connection with this Agreement must be in writing and will be deemed given if delivered by personal or courier delivery, via mailing (confirmed receipt signature/return receipt requested), or by fax. Proof of delivery in that manner will constitute proof of receipt. If to Customer, such notice shall be given at the billing address provided by Customer on the Purchase Order Form. If to Buzzlogix, such notice shall be at its address set out on the first page of this Agreement. Either Party may change its address by giving written notice of such change to the other Party.
For purposes of service messages and notices about the Services, Buzzlogix may place a banner notice across its pages to alert you to certain changes such as modifications to this Agreement. Alternatively, notice may consist of an email from or on behalf of Buzzlogix to an email address associated with your account, even if we have other contact information. You also agree that Buzzlogix may communicate with you through your Buzzlogix account or through other means including email, mobile number, telephone, or delivery services including the postal service about your Buzzlogix account or services associated with Buzzlogix. You acknowledge and agree that we shall have no liability associated with or arising from your failure to do so maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Services. Notices to BuzzLogix must be delivered by email to contact@buzzlogix.com. This email address may be updated as part of any update to these Terms of Service. If you are unable to deliver notice via email, you may send a notice to us at the following address: 311 N. Market Street, Dallas Texas 75202 USA; Attention: General Counsel.

10.9 Waivers. No waiver of any provision of this Agreement is binding unless it is in writing and signed by all Parties to this Agreement, except that any provision which does not give rights or benefits to particular Parties may be waived in writing, signed only by those Parties who have rights under, or hold the benefit of, the provision being waived if those Parties promptly send a copy of the executed waiver to all other Parties. No failure to exercise, and no delay in exercising, any right or remedy under this Agreement will be deemed to be a waiver of that right or remedy. No waiver of any breach of any provision of this Agreement will be deemed to be a waiver of any subsequent breach of that provision or of any similar provision.

10.10 Governing Law. This Agreement and each of the documents contemplated by or delivered under or in connection with this Agreement are governed exclusively by, and will be enforced, construed, and interpreted exclusively in accordance with, the laws applicable in the State of Texas without regard to its conflict of law provisions. All disputes under this Agreement will be resolved by the state and federal courts of the State of Texas, in the County of Dallas, Dallas Texas, or the Federal Courts in the Northern District of Texas.

10.11 Entire Agreement. The terms of this Agreement, together with any applicable Purchase Order Form, all Exhibits, and Buzzlogix’s privacy and copyright policy published at http://www.buzzlogix.net constitute the entire agreement between the Parties with respect to the subject matter thereof and supersede any prior or inconsistent agreements, negotiations, representations, and promises, written or oral, with respect to the subject matter and is binding upon the Parties and their permitted successors and assigns. In the event of any conflict between this Agreement and the terms of a Purchase Order Form, the provisions of the Purchase Order Form shall prevail. The terms of this Agreement will apply to all orders submitted to Buzzlogix by Customer and shall supersede any additional terms which may be incorporated in a purchase order form or any other Customer-generated form. Any such Customer terms shall be null and void.

Buzzlogix, LLC (“Buzzlogix”)
Terms and Conditions – Buzzlogix API Services
Last Modified: October 29, 2015

The Buzzlogix.com website and the Buzzlogix API services offered on this website (“Buzzlogix API Service” or “Buzzlogix API Services”) are owned and operated by Buzzlogix LLC (“Buzzlogix” or “we”). This web page describes the terms and conditions governing your (“you”, “You”, “Your”) use of the Buzzlogix API Services and this website. By accessing this website or any Buzzlogix API Service, you signify that you have read, understood, and agree to be bound by these terms and all applicable laws and regulations, including export and re-export control laws and regulations. If you do not agree to these terms, please do not use this web site or the Buzzlogix API Services.

These Terms of Use represent a legal agreement between you and Buzzlogix for the use of this website and the Buzzlogix API Services, and do not affect or amend any other contracts you may have with Buzzlogix for other offerings or items.

1. License
Buzzlogix grants you a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable license to access and use the Buzzlogix API Services as described below for personal or business purposes provided you comply with these Terms of Use. You may only use a crawler to crawl this website as permitted by this website’s robots.txt protocol, and Buzzlogix may block any crawlers in its sole discretion. All other use of this site or the Buzzlogix API Services is prohibited.

YOU MAY NOT ACCESS THE BUZZLOGIX API SERVICES IF YOU ARE A COMPETITOR, EXCEPT WITH PRIOR WRITTEN CONSENT FROM BUZZLOGIX. IN ADDITION, YOU MAY NOT ACCESS THE SERVICES FOR PURPOSES OF MONITORING THEIR AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES

Except for the limited permission above, Buzzlogix does not grant you any express or implied rights or licenses under any patents, trademarks, copyrights or other proprietary or intellectual property rights.

2. Attribution
When using Buzzlogix API, or content generated via the Buzzlogix API, for any purpose, you agree to:

2.1 Provide attribution to Buzzlogix within any published works that are based on or mention the Buzzlogix API Services, or content generated through use of an Buzzlogix API Service, including but not limited to research papers and journal articles.

2.2 Provide attribution to Buzzlogix within all web pages or documents where content and/or API results from use of the Buzzlogix API Services are used or displayed.

Modifications of these TOU
We may from time to time modify these terms of use and will post a copy of the amended Agreement at https://buzzlogix-website.appspot.com/terms-conditions. If you do not agree to, or cannot comply with, the Agreement as amended, you must stop using the Buzzlogix API Services. You will be deemed to have accepted the Agreement as amended if you continue to use any of the Buzzlogix API Services after any amendments are posted on the Site.

Model Improvements
The underlying learning models in the Buzzlogix API Services may be periodically modified by Buzzlogix, based on learning, in order to improve its performance.

3. Restrictions You agree that you will not:
3.1 Access or reverse engineer the Buzzlogix API Service in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, or functions of the Buzzlogix API Service, or (iii) copy any ideas, features, or functions of the Buzzlogix API Service;

3.2 Publish or perform any benchmark or performance tests or analysis relating to the Buzzlogix API Service or the use thereof without express authorization from Buzzlogix;

3.3 Utilize the information provided by the Buzzlogix API Services to create a similar service, including but not limited to: text analysis services, meta-data extraction, retrieval, or entity extraction services, and content categorization services;

3.4 Create or use multiple Buzzlogix API keys;

3.5 Republish information provided by the Buzzlogix API Services in a bulk format;

3.6 Use the Buzzlogix API Services to reproduce copyrighted materials;

3.7 Make the Buzzlogix API Services available over a network (other than this website) where it could be used by others;

3.8 Translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Buzzlogix API Services, features or ideas from the Buzzlogix API Services, or any portion of them;

3.9 Circumvent any technology used by Buzzlogix or its licensors to protect information accessible via the Buzzlogix API Services;

3.10 Sell, rent, lease, transfer, or sublicense any of the Buzzlogix API Services;

3.11 Utilize or enable a third party to utilize Buzzlogix API via any means that bypasses this agreement or the Buzzlogix API API Key registration process, including but not limited to: proxy servers, spiders, scraping robots, or other technology;

3.12 Distribute, facilitate, or enable access to Buzzlogix API Services in any manner deemed by Buzzlogix in its sole discretion to be objectionable or harmful to Buzzlogix’s business or reputation;

3.13 Use the Buzzlogix API Services in conjunction with deep packet inspection and/or any form of network surveillance technology;

3.14 Use the Buzzlogix API Services to monitor Internet and/or other telecommunications traffic; or

3.15 Use the Buzzlogix API Services in any way that violates the terms of this Agreement

Copyrights
As between you and Buzzlogix, you acknowledge that Buzzlogix owns or has a license to all title and copyrights in and to the Buzzlogix API Services. All title and intellectual property rights in and to the content available through the Buzzlogix API Services is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties and subject to use restrictions under such laws or treaties.

You understand that Buzzlogix may retain a copy of the metadata generated by the Buzzlogix API Services. By generating metadata through the Buzzlogix API Services, you grant Buzzlogix a non-exclusive perpetual, sub-licensable, royalty-free license to that metadata.

In order to improve or enhance the Buzzlogix API Services, or to develop new services, Buzzlogix may use the content and data that you provide to the Buzzlogix API Services. By using the Buzzlogix API Services, you agree, and agree to notify your end users who use your application, that Buzzlogix may access, use, copy, distribute internally, and extract, compile, synthesize, analyze and otherwise make derivative works of your content and of your end user’s content and data to improve or enhance the Buzzlogix API Services, or to develop new services. Neither you nor your end users will not be identified in any such enhancements or new services.

Please note that Buzzlogix does not retain the raw textual content submitted to the Buzzlogix API Service and does not claim copyright or license for any submitted content.

Confidential Information
Buzzlogix does not want to receive confidential or proprietary information from you through this website. Please note that any information, material or feedback submitted to this website will be deemed NOT to be confidential. Buzzlogix may use for any purpose without restriction any feedback and suggestions that you or your end users provide. You represent and warrant you will obtain all required authorizations prior to providing the content, data, suggestions and feedback to the Buzzlogix API Services.

4. API Key
Buzzlogix will provide you with an API Access Key that will enable you to access the Buzzlogix API Services to perform up to 50,000 transactions per month. Your use of this API Access Key is governed by the terms of this agreement. Your API Access Key should be considered private information and should not be provided to any person. Failure to abide by these terms may result in the termination of your access to Buzzlogix API Services.

5. Buzzlogix Trademarks and Third-party Trademarks
Buzzlogix and Buzzlogix API are trademarks of Buzzlogix LLC registered in State of Texas. The Buzzlogix API Services may contain third-party trademarks, service marks, graphics, and logos. Except as explicitly provided above, you are not granted any right or license with respect to Buzzlogix’s trademarks or the trademarks of any third party.

6. Limited Relationship
You and Buzzlogix are independent contractors, and nothing in these Terms of Use shall be construed as creating an employer-employee relationship, a partnership, or a joint venture. While you may publicly refer to the fact that you have implemented the Buzzlogix API Services, you agree not make any other public statements that assert or imply any other relationship with Buzzlogix, unless you have Buzzlogix’s prior written approval.

7. Indemnification
You agree to hold harmless and indemnify Buzzlogix, and its subsidiaries, affiliates, officers, agents, employees, and suppliers, from and against any third party claim arising from or in any way related to your or your users’ use of the Buzzlogix API Services, use of the Buzzlogix API and Buzzlogix and link other than as set forth in the Attribution section above, violation of these Terms of Use or other actions connected with use of Buzzlogix API Services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, Buzzlogix will provide you with written notice of such claim, suit or action.

8. Disclaimer of Warranty
THIS SITE, THE MATERIALS, DATA, AND THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOU EXPRESSLY AGREE THAT USE OF THIS SITE, INCLUDING ALL CONTENT OR DATA DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THIS SERVICE, IS AT YOUR SOLE RISK. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE INFORMATION, MATERIALS, AND CONTENT ON THE SITE. WE DO NOT REPRESENT OR WARRANT THAT MATERIALS IN THIS SITE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

9. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BUZZLOGIX, ITS OFFICERS, DIRECTORS, AGENTS, AFFILIATES, EMPLOYEES, ADVERTISERS, OR DATA PROVIDERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA) WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), EQUITY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE BUZZLOGIX API SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

10. Termination
Your failure to comply with these Terms of Use will result in automatic termination of any rights granted to you, without prior notice, and you must immediately destroy all copies of downloaded materials in your possession, custody or control.

Buzzlogix has the right (though not the obligation) to, in Buzzlogix’s sole discretion:
(a) refuse to provide the Buzzlogix API Services to you, if it in Buzzlogix’s reasonable opinion violates this agreement or is in any way harmful or objectionable, or;
(b) immediately terminate or deny access to and use of the Buzzlogix API Services to any individual or entity for any reason, at Buzzlogix’s sole discretion.

11. Force Majeure
Buzzlogix shall not be in default of any obligation under the Agreement if the failure to perform the obligation is due to any event beyond Buzzlogix’s control, including, without limitation, significant failure of a portion of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorist activity, or other events of a magnitude or type for which precautions are not generally taken in the industry.

12. Governing Law
By using the Services, you agree that the laws of the State of Texas, without regard to principles of conflicts of laws, will govern this Agreement and any dispute of any sort that might arise between you and us. The parties expressly exclude application of the United Nations Convention for the International Sale of Goods to this Agreement.

13. Data Privacy and Sharing
This website has implemented and uses Display Advertising using Remarketing through Google Analytics. You can opt-out of Google Analytics for Display Advertising and customize Google Display Network ads using Ads Preference Manager. You can also install a Google Analytics opt-out browser add-on: https://tools.google.com/dlpage/gaoptout/

Buzzlogix.com uses Remarketing with Google Analytics to advertise online. Third-party vendors, including Google, show Buzzlogix API ads on sites across the Internet. Buzzlogix and third-party vendors, including Google, use first-party cookies (such as the Google Analytics cookie) and third-party cookies (such as the DoubleClick cookie) together to inform, optimize, and serve ads based on someone’s past visits to your website.