Synapsify’s API and www.gosynapsify.com (the “Site”) are owned and operated by Synapsify, Inc., a Delaware corporation (“Synapsify”, “Company”, “we”, or “us”). This web page describes the terms and conditions governing your (“you”, “You”, “Your”) use of the Synapsify API (“Synapsify Services”) and this Site. By accessing this Site or any Synapsify service, you signify that you have read, understood, and agree to be bound by these terms (“Terms of Use” or “Agreement”). These Terms of Use represent a legal agreement between you and the Company. PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING THE SITE, YOU AGREE TO BE BOUND BY THE TERMS OF USE. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS OF USE, YOU MAY NOT ACCESS OR USE THIS SITE.

1.  License. Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable license to access and use the Synapsify Services for personal or business purposes.  YOU MAY NOT ACCESS THE SYNAPSIFY SERVICES IF YOU ARE A COMPETITOR, EXCEPT WITH PRIOR WRITTEN CONSENT FROM THE COMPANY. IN ADDITION, YOU MAY NOT ACCESS THE SERVICES FOR PURPOSES OF MONITORING THEIR AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSE.

2.  Modifications. We may from time to time modify these Terms of Use and will post a copy of the amended Terms of Use at http://www.gosynapsify.com/terms. If you do not agree to, or cannot comply with, the Agreement as amended, you must stop using the Synapsify Services and all other Company services, or, if applicable, cancel your Synapsify Services subscription. You will be deemed to have accepted the Agreement as amended if you continue to use any of the Synapsify Services after any amendments are posted on the Site.

3.  Restrictions. You agree that you will not:

• access or reverse engineer the Synapsify Service in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, or functions of the Synapsify Service, or (iii) copy any ideas, features, or functions of the Synapsify Service;
• publish or perform any benchmark or performance tests or analysis relating to the Synapsify Service or the use thereof without express authorization from the Company;
• utilize the information provided by the Synapsify Services to create a service similar to Synapsify or any other Company service, including but not limited to: text analysis services, search services, and dictionary services;
• create or use multiple Synapsify keys;
• republish information provided by the Synapsify Services in a bulk format;
• use the Synapsify Services to reproduce copyrighted materials;
• make the Synapsify Services available over a network (other than Company’s network) where it could be used by others;
• translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Synapsify Services, features or ideas from the Synapsify Services, or any portion of them;
• circumvent any technology used by Company or its licensors to protect information accessible via the Synapsify Services;
• sell, rent, lease, transfer, or sublicense any of the Synapsify Services unless you have obtained the prior written consent of the Company;
• utilize or enable a third party to utilize Synapsify via any means that bypasses this agreement or the API Key registration process, including but not limited to: proxy servers, spiders, scraping robots, or other technology;
• distribute, facilitate, or enable access to Synapsify Services in any manner deemed by Company in its sole discretion to be objectionable or harmful to the business or reputation of Company; or
• use the Synapsify Services in any way that violates the Terms of Use.

4.  Copyrights. As between you and Company, you acknowledge that Company owns or has a license to all title and copyrights in and to the Synapsify Services. All title and intellectual property rights in and to the content available through the Synapsify 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 Company may retain a copy of the analytical data generated by the Synapsify Services. By generating  such analytical data through the Synapsify Services, you grant Company a non-exclusive perpetual, sub-licensable, royalty-free license to that data and its non-identifiable and aggregated commercial and internal business and management purposes. Company’s use of this data is governed by the terms of the Synapsify Privacy Policy.

Please note that Company does not retain the raw textual content submitted to the Synapsify service and does not claim copyright or license for any submitted content.
5.  API Key. 
Company will provide you with an API Access Key that will enable you to access the Synapsify Services. 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 Synapsify Services.

6.  Company Trademarks and Third-party Trademarks. The following are registered trademarks or trademarks of Company:
Synapsify, as well as
certain other Company trademarks, service marks, graphics, and logos (collectively,
the “Company Trademarks”) used in connection with the Synapsify Services. The Synapsify Services may
contain third-party trademarks, service marks, graphics, and logos. You are not granted any
right or license with respect to Company Trademarks or the trademarks of any third party.

7.  Limited Relationship.
You and Company 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 Synapsify Services, you agree not make any other public statements that assert or imply any other relationship with Company, unless you have Company’s prior written approval.

8.  Privacy Policy. Unless otherwise addressed in this Agreement, the Synapsify Services are subject to Company’s Privacy Policy, that can be found at
 www.gosynapsify.com/privacy and that by reference is made a part of this Agreement. It is important that you read and understand the terms of Company’s Privacy Policy. Company may cooperate with and
disclose information (including your Account Information) to any authority, government
official or third-party, without giving any notice to you, in connection with any investigation,
proceeding or claim arising from an asserted illegal action or infringement due to your use
of the Synapsify Services.

9.  Indemnification. You agree to hold harmless and indemnify Company, 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 Synapsify Services, use of Synapsify and Company Trademarks, violation of these Terms of Use or other actions connected with use of Company 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, Company will provide you with written notice of such claim, suit or action.

 10.  Warranties. THIS SITE, THE MATERIALS, DATA, AND THE SYNAPSIFY 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 AND RESULTS FROM THE SYNAPSIFY SERVICE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE.

11.  Liability Limitations.
IN NO EVENT SHALL COMPANY, 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 SYNAPSIFY SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

12.  Termination. Company has the right (though not the obligation) to, in Company’s sole discretion:

(a) refuse to provide the Synapsify Services to you, if it in Company’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 Synapsify Services to any individual or entity for any reason, at Company’s sole discretion.

13.  Liability Limitations.
During and after the term of the Agreement, with respect to any of the Synapsify Services that you elect to use, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our customers, end users, vendors, business partners (including third party sellers on websites operated by or on behalf of us), licensors, sublicensees or transferees, any patent infringement or other intellectual property infringement claim with respect to such Services.

14.  Force Majeure.
Company shall not be in default of any obligation under the Agreement if the failure to perform the obligation is due to any event beyond Company’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.

15.  General Provisions. If any provision of these Terms of Use is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms of Use will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Company may, at any time, revise these Terms of Use by updating this posting. By using this Site, you agree to be bound by any such revisions and, therefore, you should periodically visit this page of the Site to examine the then-current Terms of Use. Certain provisions of these Terms of Use may be superseded by expressly designated legal notices or terms located on particular pages of this Site.These Terms of Use and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of Maryland, without giving effect to any conflicts of laws principles that require the application of the law of a different state. By using this Site, you hereby expressly consent to the personal jurisdiction and venue in the state and federal courts for the county in which Company’s principal place of business is located for any lawsuit filed there against you by Company arising from or related to these Terms of Use.