Linkgua Semantic API

Terms of Use


These Terms of Use ("TOU") are entered into by Linkgua Semantic ("Linkgua Semantic" or "we") and the entity agreeing to these terms ("Customer" or "You"). These TOU are effective as of the date (the "Effective Date"). Regardless if You signed up for a free trial ("Linkgua Semantic Free"), or have an "Account" (including Expired Trial, Plus or any other offering by Linkgua Semantic as a Customer, Partner or Reseller), these TOU and each of the following agreements (to the extent applicable as determined by Linkgua Semantic) shall apply, Product License Agreement ("PLA"), Reseller Agreement ("RA") Partner Agreement ("PA"), Linkgua Semantic Affiliate Program Agreement ("UAPA") and/or Enterprise Agreement ("EA") together with all schedules, appendices and attachments to any of them (and each being an "Applicable Agreement") and you agree to be bound thereby. If You are accepting on behalf of your employer or another entity, You represent and warrant that: (i) You have full legal authority to bind your employer, or the applicable entity, to these terms and conditions; (ii) You have read and understand these TOU; and (iii) You agree, on behalf of the party that You represent, to these TOU. If You don't have the legal authority to bind your employer or the applicable entity, please do not sign any Applicable Agreement. These TOU govern the Customer's access to and use of the Linkgua Semantic App

Background


Linkgua Semantic is a web platform that provides an API for You to insert into your website through which your customers will access to all of your publications, in a safe and controlled way. It is a platform to publish magazines, newspapers, ebooks, news, videos, web pages and any digital content. It provides an embedded code to put YOUR E-READER into YOUR WEBSITE , and a administrator user account to manage YOUR PUBLICATIONS and CLIENTS through YOUR CUSTOMERS CONTROL PANEL (divided in two sections: Annotate and Entity) of publications and subscriptions. This Dashboard is a complete catalog that shows as a list all your publications. Linkgua Semantic controls and informs who, when and from what locations access your publications. The main features of Linkgua Semantic are simplicity and speed of implementation, no cost/low security and cross-platform capability. This product is considered a Beta Product and will be given to Customers at the sole discretion of Linkgua Semantic. There is no implied assumption that any or all Customers will have access to Panel through their use or subscription to the Service.

License to Use the Linkgua Semantic Service


Upon agreeing to the TOU and paying for Services from Linkgua Semantic, the Customer will have access to create the agreed upon number of Content for the term of the subscription. In general, the Service will be available 24 hours a day, 365 days a year. Linkgua Semantic reserves the right to take the service down for periodic maintenance and upgrades. Server outages and slow performance are possible, though they are not likely to be frequent or sustained.
The APIs in the Linkgua Semantic API Family are available to anyone wishing to integrate with Linkgua Semantic from their own site or application. No pre-approval is needed to use these APIs.
Use of these APIs is, however, governed by the Terms of Service. Among other things, these Terms require that you adhere to certain guidelines on how layout, Linkgua Semantic attribution, and branding must be handled on your site. This document is intended to help you meet these requirements.
These branding guidelines may change from time to time, and without prior notice from Linkgua Semantic. Your continued use of the Linkgua Semantic API Family is contingent upon your adherence to the current branding guidelines. If you are uncomfortable with any of these branding guidelines, discontinue your use of the APIs, and contact us with your concerns.

Use of Services


Linkgua Semantic make its Service available for You to create, enhance, distribute and track Content. The software and Service is protected by copyright and other intellectual property laws and treaties and is owned by Linkgua Semantic or our suppliers. You may not sell or redistribute the service without the prior written consent of Linkgua Semantic. Customers may not reverse engineer, decompile, or disassemble the service or otherwise attempt to derive the source code (except where expressly permitted by law). Customers may not modify, adapt, or create derivative works from the Service in any way or remove proprietary notices. Customers agree to abide by all laws and regulations in effect regarding use of the Service. Customers may not authorize or assist any third party to do any of the things prohibited in this paragraph. Please refer to Linkgua Semantic's privacy policy, available at (the "Privacy Policy") for information on how Linkgua Semantic collects, uses and discloses personally identifiable information from its users. By using the Service Customers agree to our use, collection and disclosure of personally identifiable information in accordance with the Privacy Policy.
You shall be solely responsible for all material You upload, post, publish or otherwise make available via the Service (such material hereinafter referred to as the "Posted, Published or Uploaded Content") and for all of the consequences thereof. You represent and warrant that You have all of the necessary rights (including all of the necessary intellectual property rights) (i) to upload, post, email, transmit or otherwise make the Uploaded Content available through the Service; and (ii) to grant Linkgua Semantic the rights granted in these terms of service. You also represent and warrant that You have all of the necessary permissions and/or releases from any identifiable individuals who may appear in the Uploaded Content to use the name, likeness or other characteristics of each and every such identifiable individual in the manner contemplated by the Service. You acknowledge and agree that Linkgua Semantic may not pre-screen Uploaded Content. Notwithstanding the foregoing, Linkgua Semantic and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, move or remove any Uploaded Content that is made available by You through the Service. Without limiting the generality of the foregoing, Linkgua Semantic and its designees shall have the right to remove any Uploaded Content that violates these terms of service or that is otherwise objectionable or problematic as determined by Linkgua Semantic in its sole discretion. All Users acknowledge that they must evaluate, and bear all risks associated with, making any Uploaded Content available through the Service. You shall indemnify and hold Linkgua Semantic and its subsidiaries, affiliates, officers, agents, and employees, harmless from all claims, threats, actions, proceedings, demands, damages, losses, costs and/or expenses, including reasonable attorneys' fees, arising from or related to any Uploaded Content submitted, posted, transmitted or otherwise made available by You through the Service.

Electronic Notification


You authorize us to provide You with required notices, agreements and information concerning Linkgua Semantic electronically. Linkgua Semantic will provide You our notices either by sending them to the e-mail address that You give to us or by posting the notices on the home page or support page of Linkgua Semantic or on the relevant web page of the applicable service.

Registration


If Customers sign up to use Linkgua Semantic, You agree to provide us with current and true information and You must be legally competent to enter into contracts and authorized to act as an agent of your company.

Changes to Linkgua Semantic


Linkgua Semantic may offer new features from time and other features may be discontinued or changed at any time and without notice. Upgrades and changes in the software may result in changes in the appearance and functionality of your Linkgua Semantic Dashboard. Linkgua Semantic will use commercially reasonable efforts to notify Customers of any such changes.

Pricing, Packs and Other Products and Services


Uploads and other Products and Services are charged at defined costs as outlined in the Applicable Agreement, the Linkgua Semantic website or as agreed to through signing up online ("Online Signup"). Linkgua Semantic may change the price of any of its Services without notice; however, reasonable notice will be provided to existing Customers before any such changes take effect should they represent an increase in price.
Linkgua Semantic offers different "Packs" suited to different user needs. The Packs include: Free and Plus. With each Pack including different features at varying monthly price points ("Pack Fees"). Linkgua Semantic may choose at its discretion to alter the features associated to each Pack at any time. Customers can reference the feature matrix on the Linkgua Semantic website for the current features included with their Pack. Any Uploads and other Services (where applicable) included in a Pack are for use in the current month for which payment is made. Uploads and other Services do not accumulate or carry forward month to month. The number of Uploads and included other Services in a Customer's account will be replenished on the first of each month to the level associated with the purchased Pack upon successful processing of payment.
Plus Accounts Customers who use pay per use features such as Emails Sent agree to the fees associated with such features and will be billed accordingly as outlined within the Linkgua Semantic Application or on the Linkgua Semantic website.

Payment


Unless otherwise agreed to in writing between You and Linkgua Semantic, amounts due shall be paid in U.S. dollars in advance of the start of Services. Payment is charged in advance for monthly subscription fees on the first of the month in which such Service is to be used. Uploads or other Products and Services will be applied to the Customer's Account only after payment, in full, is processed. Fees for Services will be fully earned and non-refundable when Services are first made available for Customer use. Any overages associated with Plus Accounts will be automatically uploaded to your Account on the first day of the month after which the overages were consumed.
Linkgua Semantic will make efforts to contact Customers for updated information when necessary, however, Linkgua Semantic may Cancel an Account at any time should it be unable to charge amounts when due. The Cancellation of an account does not removes any Content or data associated with the delinquent account. Upon termination of an Account Linkgua Semantic may permanently delete any content, Uploads and data associated with the Account. Delinquent payments shall be subject to an administrative fee equal to the greater of 5% of each outstanding invoice or $25 per invoice until paid in full. You will be responsible for all reasonable expenses (including reasonable attorneys' fees) incurred by Linkgua Semantic in collecting delinquent amounts, except where such delinquent amounts are due to Linkgua Semantic's billing inaccuracies. You are responsible for any taxes payable in connection with this Agreement (other than income taxes of Linkgua Semantic), and You will pay Linkgua Semantic without any reduction for such amounts. If Linkgua Semantic is obligated to collect or pay taxes, the taxes will be invoiced to You.

Auto-Renew, Sleep Mode, Cancellation and Expiration


Auto Renew - For any continual monthly subscription fees including but not limited to Pack Fees, App Fees, and Domain Fees in the absence of specific instructions to discontinue use of the Service at the end of a subscription term, the term will auto-renew. Notice to change a recurring monthly fee request must be made no later than the deadline outlined with respect to the specific Service. Note all cut off dates refer to 11:55 pm based on Eastern Time zone.
Sleep Mode - Should a client wish to put a Pro account where recurring monthly Pack fees apply into "Sleep Mode", specific minimum and Incurred Fees apply. Sleep Mode refers to an account which cannot upload new licenses or publications, but where its archived Uploads can be viewed by the account holder and its readers. An account in Sleep Mode can not Upload New Content. A Minimum Monthly Fee applies for accounts in Sleep. The Minimum Monthly Fee is charged at the start of the month for which the period applies. Incurred Fees above the Minimum Monthly Fee are charged on the first day of the following month for which those fees are incurred based on account usage.
Cancellation - Should a Customer "Cancel" an account there will be no further fees in the next subscription term, beyond incurred overages. Customers wishing to cancel any recurring service must inform Linkgua Semantic the greater of the notice outlined in any Applicable Agreement or three (3) business days prior to the next scheduled payment to Cancel the auto-renewal. Cancellation requests are not accepted verbally or via fax. The Account Cancellation must be received via email from the email account informed by the Customer in order to cancel an account which will generate a cancellation confirmation email to the Customer. If an e-mailed cancellation confirmation has not been received by the Customer from Linkgua Semantic, it will be assumed that no cancellation took place. Customers are solely responsible for properly canceling their account. After the notice period expires the new subscription term is non-cancellable and non-refundable. Customers will not be provided any refunds for unused time on a Subscription. When Cancelling an Account Linkgua Semantic may delete all data associated with the Cancelled account, including Content, Panel, Analytics and Sub-Accounts, and any other feature-specific data. Any such deleted data cannot be recovered.
Expiration - Uploads purchased outside of a Pack model such as one-time publications expire one (1) year from the time of purchase. At the one year point Linkgua Semantic will notify the Customer that it must renew its contract by purchasing additional or replacement Uploads for its active publications. Should the Customer fail to respond or take action within thirty (30) days of notice Linkgua Semantic will delete the Customer's Account and any active Linkgua Semantic Content will no longer be available.

Your Responsibilities


You may use Linkgua Semantic and its technology for lawful purposes only. You may not use Linkgua Semantic to distribute any material, or otherwise engage in any conduct that:

violates or infringes the rights of others including, without limitation, patent, trademark, trade secret, copyright, publicity or other proprietary rights;
is unlawful, threatening, abusive, harassing, defamatory, libellous, deceptive, fraudulent, obscene, invasive of another's privacy or tortuous;
victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
impersonates any person, business or entity, including our employees and agents;
contains viruses or any other computer code, files or programs that may interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorized use of a computer or computer network;
encourages conduct that would constitute a criminal offense, or that gives rise to civil liability;
offers, promotes or encourages betting or wagering prohibited by law;
violates these TOU, guidelines or any policy posted on Linkgua Semantic, or
interferes with the use of Linkgua Semantic by others
damages or impairs our servers or networks. You may not interfere with any other party's use and enjoyment of Linkgua Semantic. You may not attempt to gain unauthorized access to our services, user accounts, computer systems or networks. We may take any legal and technical remedies to prevent the violation of these TOU.
Zero Tolerance for SPAM - Linkgua Semantic has zero tolerance for SPAM. If You are a user of our Subscription Management Module, please ensure your e-delivery campaign emails do not breach our Anti-Spam Policy.

Confidentiality


The Linkgua Semantic platform contains mechanisms (such as the Subscription Management Module or Remote Security API Settings) which allow You to limit access to your content. It is the Customer's responsibility to ensure that these mechanisms have been enabled to restrict access to content which may be deemed to be classified as confidential. Linkgua Semantic will put its best efforts in place to ensure its mechanisms for controlling access to content are performing as intended, but does not take responsibility or assume liability for content which makes its way into the public domain. Linkgua Semantic has access to your content for troubleshooting purposes. Linkgua Semantic may not distribute your content without your permission. Should one of your readers redistribute your confidential content Linkgua Semantic does not take responsibility or assume liability for such action.
Customers may opt to post content to a public newsstand or content portal from time to time. If You elect to post content on other websites anyone may anonymously access such content. Similarly, Linkgua Semantic may use any posted content, individually, or with third parties which we may collaborate with from time to time, in connection with the advancement of the technology, research or content promotion or for any purpose.
You agree that we may list You as a client and/or use your logo for our promotional purpose unless You advise us in writing that You do not consent to our so doing.

Disclaimer of Warranties


We provide Linkgua Semantic "as is", "with all faults" and "as available". We and our suppliers make no express warranties or guarantees about Linkgua Semantic. To the extent permitted by law, Linkgua Semantic and our suppliers disclaim implied warranties that Linkgua Semantic and all services distributed through Linkgua Semantic are merchantable, of satisfactory quality, accurate, timely, fit for a particular purpose or need or non-infringing. We do not guarantee that Linkgua Semantic will meet your requirements, is error-free, reliable, without interruption or available at all times. We do not guarantee that the results that may be obtained from the use of Linkgua Semantic, including any support services, will be effective, reliable, accurate or meet your requirements. We do not guarantee that You will be able to access or use Linkgua Semantic (either directly or through third-party networks) at times or locations of your choosing. No oral or written information or advice given by any of our representatives shall create a warranty. You may have additional consumer rights under your local laws that this contract cannot change.

Limitation of Liability


Your exclusive remedy regarding any service provided by us shall be the replacement of any such service found to be defective. Your sole and exclusive remedy for any other dispute with us is to discontinue your use of Linkgua Semantic. In no event shall our liability or the liability of our parent and our suppliers for any and all claims relating to the use of Linkgua Semantic can exceed the total amount of service fees that You paid us during a one-year period for the specific service at issue.
We and our suppliers shall not be liable for any indirect, special, incidental, consequential, punitive, or exemplary damages arising from your use of, inability to use, or reliance upon Linkgua Semantic. These exclusions apply to any claims for lost profits, lost data, loss of goodwill, work stoppage, computer failure or malfunction, or any other commercial damages or losses, even if we knew or should have known of the possibility of such damages. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability, and the liability of our suppliers, shall be limited to the extent permitted by law.

Independent Contractor


You understand and agree that You are an independent company and have no authority to bind Linkgua Semantic in any way. You are solely and personally responsible for all of your employees, contractors and agents, or of any of your respective clients, and all labour costs and expenses arising in connection with them and for any and all claims, liabilities, damages and debts of any type whatsoever that may arise on account of your activities, or those of You or your client's employees, agents and contractors, in the performance of the Applicable Agreement. Except as expressly provided in any Applicable Agreement or these TOU, Linkgua Semantic shall have no right to exercise any control over You or your activities or operations.
You shall assume full responsibility for the proper reporting and payment of all federal, state, provincial and local taxes of any kind, contributions and/or special levies imposed on it or required of it under employment or unemployment insurance, social security, and/or other laws or regulations, with respect to the performance of the Applicable Agreements by You and your clients employees, agents or contractors, and You agree to indemnify and hold Linkgua Semantic harmless from any liability, loss, damage or claim arising against or incurred or paid by Linkgua Semantic by reason of any failure by You to fully or timely to assume said responsibilities.
You shall obtain such authorizations, licenses, permits and other governmental or regulatory agency approvals as are required for your performance of the Applicable Agreements.

Indemnification


You agree to defend, indemnify, and hold harmless Linkgua Semantic and its affiliated companies, and our respective employees, contractors, officers, directors, and agents from any actions, claims, liabilities or expenses or other loss or damage, including attorney's fees, that arise from your use or misuse of the Service or arising from any third party action, claim, liability or expense or other loss or damage which Linkgua Semantic may be subject to as a result of Customer's use of the Service, including without limitation anything relating to Customer's infringement of the intellectual property of any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will cooperate with us in asserting any available defences.

Choice of Law and Location for Resolving Disputes


You agree that the laws of the State of Florida, USA govern this contract and any claim or dispute that You may have against us, without regard to State of Florida conflict of laws rules, and that the United Nations Convention on Contracts for the International Sale of Goods shall have no applicability. You further agree that any disputes or claims that You may have against us will be resolved by a court located in the State of Florida and You agree and submit to the exclusive jurisdiction of such courts for the purpose of litigating any such claim or action.
Please Note That by Agreeing to These TOU, You Are: (1) Waiving claims that you might otherwise have against us based on the laws of other jurisdictions, including your own; (2) Irrevocably consenting to the exclusive jurisdiction of, and venue in, State of Florida over any disputes or claims you have with us; and (3) Submitting yourself to the personal jurisdiction of courts located in the State of Florida for the purpose of resolving any such disputes or claims.

Severability and Integration


These TOU and all Applicable Agreements and any supplemental terms, policies, rules and guidelines posted on Linkgua Semantic constitute the entire agreement between You and us and supersede all previous written or oral agreements. If any part of these TOU is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. To the extent of any conflict between these TOU and any Applicable Agreement, the Applicable Agreement will prevail.

Revisions to the TOU


Linkgua Semantic may modify the TOU at any time. The current TOU will be available on the Linkgua Semantic web site. Your continued use of the Service after changes have been made constitutes your acceptance of the revised TOU.

Assignment/Binding Effect


These TOU and any Applicable Agreement, may not be assigned by You without the prior written consent of Linkgua Semantic; provided, however, that Linkgua Semantic hereby consents to the assignment of this Agreement to any business entity majority owned or controlled by You or for which You are under common control. These TOU and any Applicable Agreements are binding upon any successors and permitted assigns.

Force Majeure


If either party shall be delayed or prevented from the performance of any act required by these TOU or any Applicable Agreement by reason of acts of God; strikes, lockouts, bans, limitations of work or other industrial disturbances; unforeseeable restrictive governmental laws, regulations or actions, including quarantine or customs restrictions; acts of war, terrorism, riots, insurrections, vandalism, or sabotage; or similar causes, without fault and beyond the reasonable control of the party obligated, performance of such act shall be excused for the period of the delay, and the period of performance of such act shall be extended for a period equivalent to the period of such delay. This does not exclude the application of the rules of law in relation to frustration of contracts.

Termination


Your right to use Linkgua Semantic automatically terminates if You violate these TOU or any rules or guidelines posted in connection with Linkgua Semantic. We also reserve the right, in our sole discretion, to terminate your access to all or part of Linkgua Semantic, for any reason, with or without notice. Where possible, Linkgua Semantic will use commercially reasonable efforts to notify Customers prior to any such termination. Customer agrees that Linkgua Semantic shall not be liable to Customer, any end user, or any third party for any modification, suspension, or termination of the Service. In no way shall the termination of any Applicable Agreements relieve You from paying to Linkgua Semantic any amounts then owing by You to Linkgua Semantic. Sections 8, 12, 13, 14, 15, 16, 17, and 21 shall survive the expiration or termination of any Applicable Agreements.