SELERITY CONTEXT END USER LICENSE AGREEMENT

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING AND USING THE SELERITY CONTEXT SERVICE WHICH PROVIDES BUSINESS PROFESSIONALS SEAMLESS ACCESS TO CONTEXTUALLY RELEVANT NEWS, RESEARCH, SOCIAL DATA AND SELERITY'S PROPRIETARY BREAKING NEWS NOTIFICATIONS FOR BETTER DECISION MAKING AND COLLABORATION ("SERVICES").

THE TERMS AND CONDITIONS SET FORTH IN THIS END USER LICENSE AGREEMENT GOVERN YOUR USE OF THE SERVICES OFFERED BY SELERITY INC, A DELWARE CORPORATION ("SELERITY").

Please note that the Selerity Privacy Policy, Selerity Copyright Policy and Selerity Third Party Terms are incorporated by reference and are binding parts of the End User License Agreement (collectively "Terms"). The Terms constitute the entire agreement and understanding regarding the access to and use of the Service and supersede all prior communications, proposals, representations, agreements and understandings, whether written or oral, relating to its subject matter.

The Services are available for your use only on the condition that you agree to the Terms, all with the intention to form a legally binding agreement. By clicking “Accept”, accessing or using the Services, you have indicated that you are at least 18 years of age or older, and understand and accept these Terms. If you are an employee, consultant or contractor using the Services on behalf of or as part of your work ("Authorized User") for a company or other entity ("Company"), you represent that you have the authority to bind that Company to these Terms and that you are authorized by your Company to use the Services.

1. SELERITY SERVICE

1.1. Access to Services.

Access to the Services is available either directly through Selerity’s stand-alone Service or via Selerity’s integration or distribution partners (“Selerity Partners”).

1.2. Access Information.

Access to the Services requires setting up a user account either directly with Selerity or with a Selerity Partner ("User Account"). If applicable, your Company will create a User Account for you. The login ID and password that are issued to you by Selerity, a Selerity Partner or by your Company, as applicable, will enable you to access the Services by signing on directly or through your work credentials. You agree to keep confidential your login IDs or passwords. If a login ID or password is disclosed to any third party or otherwise compromised, you agree to notify Selerity promptly upon becoming aware of the foregoing. SELERITY SHALL NOT BE RESPONSIBLE FOR ANY USE OR MISUSE OF YOUR INFORMATION RESULTING FROM YOUR OR THE COMPANY’S FAILURE TO SECURE YOUR LOGIN ID OR PASSWORD.

1.3. Scope of Services.

The Service generates personalized, context-based recommendations of third party ("Sources") content including news, research, social data, videos, marketing and other data and information (“Content”) as well Content hosted by Selerity (“Hosted Content”) and includes tools and features that promote content personalization and recommendation. The Service allows users to discover Content or Hosted Content based on their search queries, interests and trends and be dynamically pushed contextually relevant trending events specific to their interests. Except for Hosted Content, the Service does not provide the actual Content, but rather provides users with headlines of Content and accompanying teaser text (if any) and URL links (“Headlines”) which when clicked on will take users to (i) the corresponding Content on the applicable Source’s website; (ii) to any barrier pages on the website of the applicable Source; or (iii) to the Content hosted by Selerity.

1.4. Grant of License.

Selerity grants you a non-exclusive, worldwide, revocable, non-transferable and non-sublicensable license to access and use the Services to (i) view and search Headlines; and (ii) access, view and search the Hosted Content, in either case subject to any restrictions herein or in the Selerity Third Party Terms page. Notwithstanding any Content personalization or contextual recommendations generated by the Service, you expressly agree and acknowledge that except for Hosted Content, if any, no Content is licensed to you. Further, except for the limited right to view and search the Headlines, your access to any Content via the Headlines is subject to you or your Company’s agreement with the applicable Source or to any user terms and conditions or applicable laws governing the navigation and access to the Content on the Source’s website. The Service may contain or provide access to sharing tools and features allowing you to share certain Headlines or limited portions of Hosted Content. The sharing of Headlines and Hosted Content may be subject to, and if so, conditioned upon your compliance with additional terms and conditions including Selerity Third Party Terms and compliance with all applicable laws. Your right to use such sharing tools is further conditioned upon maintaining the integrity of the shared Headlines and Hosted Content, and including any attribution, branding and proprietary notices and URLs.

1.5. Acceptable Use.

By accessing or using the Services, you agree to:

  • subject to any conditions, restrictions or constraints imposed on you by the Company (if applicable), use commercially reasonable efforts to prevent unauthorized access to or use of the Services, including maintaining adequate security precautions, consistent with then current standards in the industry, the use of secure servers, protective firewalls and a user authentication system and notify Selerity of any such unauthorized access or use promptly upon becoming aware of such access or use.
  • not use the Services to engage in illegal, fraudulent or other wrongful conduct, including, but not limited to (a) distributing defamatory, obscene or unlawful content or content that promotes bigotry, racism, misogyny or religious or ethnic hatred, (b) transmitting any information or data that infringes any intellectual property rights of any third party or that is otherwise libelous, unlawful, or tortious, (c) stalking, harassing, or threatening others with violence or abuse, or (d) violation of any applicable local, state, national or international law, rule, regulation or order of any court;
  • not use the Services to send abusive commercial solicitation, such as “junk” messages, spam and pyramid schemes to other users of the Services without their consent.
  • not make the Services or any components thereof, including the Headlines and Hosted Content available to anyone other than you;
  • not transfer, distribute, sell, resell, lease, sublease, license, or sub-license access to the Services or any component thereof including the Headlines or Hosted Content, subject to the express limited rights to share Headlines or Hosted Content per these Terms;
  • not create, modify, distribute, transmit, display, or perform derivative works based on the Services or any components thereof including the Headlines or Hosted Content;
  • not copy, frame or mirror any part or content of the Services or any components thereof inlcuding the Headlines or Hosted Content, subject to the express limited rights to share Headlines or Hosted Content per these Terms;
  • not disassemble, decompile or otherwise reverse engineer the Services;
  • not use any robot, spider, search/retrieval application, or other manual process or automatic device or application or extraction tool to access, monitor, copy, use, download, retrieve, index, extract, scrape, data mine, interact, overload, or in any way reproduce or circumvent the navigational structure or presentation of the Service or any component thereof or otherwise defeat, bypass, or circumvent any other protections of Selerity’s proprietary rights in the Service;
  • not delete or alter Selerity or its Sources’ copyright, trademark or other proprietary notices, branding or attribution included in the Service, Headlines, or Hosted Content, and in the case of the Headlines shall not remove any URL links from the Headlines;
  • not use the Services to store or transmit viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs or other harmful, contaminating or destructive feature;
  • intentionally interfere with or disrupt the integrity or performance of the Services or third party data or services contained therein, including Headlines and Hosted Content, including, by means of "hacking" or defacing any portion of the Services or otherwise impairing or overburdening them;
  • not attempt to gain unauthorized access to the Services or their related systems or networks;
  • not enable others to violate any of these Terms;
  • not make the functionality of the Services available to multiple users through any means, including, without limitation, through any hosting, application services provider, service bureau, outsourced or value-added basis or any other type of services;
  • not access the Services for the purposes of monitoring their availability, performance or functionality, or for any benchmarking against third-party services or competitive purposes.

1.6. Changes to the Service.

As Selerity continues to develop and improve the Services, Selerity reserves the right to modify the Services and to change the Headlines and Content Sources at any time.

1.7. Paid Services.

Certain portions of the Services may be, in Selerity’s sole discretion, free of charge while other features or contents may require a subscription or upfront payment. A subscription or paid content may be purchased for individuals or for organizations online or via email to sales@selerityinc.com or through a Selerity Partner. Except as stated in a separate agreement between Selerity and you or your Company, subscriptions are subject to recurring billing. You authorize us to automatically bill your payment method (e.g. credit card) and auto-renew the subscription term to avoid interruption to your Services. Selerity will indicate for each Service the applicable renewal and payment intervals. In each case, billing for the full amount will occur on the first day of the chosen subscription period. Each renewal term will be consistent with the initial applicable subscription term. You may cancel the subscription renewal or modify the subscription term by giving Selerity an advance written notice prior to the scheduled renewal date. Notwithstanding cancellation of a subscription, you agree to continue to pay us the applicable fees through the end of the applicable subscription period. Subscription fees are non-cancellable and non-refundable. Failure to pay the subscription fees may result in the termination of your subscription.

1.8. Selerity Sources.

Selerity is not responsible for Headlines or Content or any products or services accessed to or provided through the Service or to the delivery, outages or delays originating from Sources. Certain Sources impose additional terms as a condition to the access and use of Headlines, Content or Hosted Content, such additional terms are set forth on the Selerity Third Party Terms, or on the websites of the applicable Sources or in any other direct agreements between you or your Company and the applicable Source.

1.9. Privacy Policy.

Selerity Privacy Policy governs how Selerity collects, uses and discloses information from its users.

1.10. DMCA/Copyright Policy.

Selerity respects the intellectual property of others and asks that you do too. It is our policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act. For more information about our policy. Please see Selerity Copyright Policy.

1.11. Links to Third Party Websites or Resources.

The Services may contain links to third-party websites or resources including those of Sources. Selerity is not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge your responsibility for and assume all risk arising from, your use of any third-party websites or resources.

2. OWNERSHIP

2.1. Ownership.

All right, title and interest, including all intellectual property in the Service, Headlines and Hosted Content or any part thereof are and shall remain the sole and exclusive property of Selerity or its Sources, and you are not by reason acquiring any rights therein, other than the limited rights expressly provided herein. No rights are granted to you hereunder other than as expressly set forth herein.

2.2. Feedback.

You may, at your option, provide Selerity with feedback, comments, and suggestions for improvements to the Selerity Services (collectively, “Feedback”). You hereby grant Selerity a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free, sublicensable and transferable license to any Feedback under any and all intellectual property rights that you own or control.

3. NO RECOMMENDATION.

THE SERVICE, HEADLINES AND HOSTED CONTENT DO NOT CONSTITUTE A RECOMMENDATION TO BUY OR SELL SECURITIES OF ANY KIND AND NEITHER SELERITY NOR ITS PROVIDERS HAVE UNDERTAKEN ANY LIABILITY OR OBLIGATION RELATING TO THE PURCHASE OR SALE OF ANY SECURITIES.

4. NO WARRANTY.

NONE OF SELERITY OR ITS PROVIDERS OR SOURCES MAKE ANY REPRESENTATIONS OR WARRANTIES AND TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE (WHETHER OR NOT THE PURPOSE OR USE HAS BEEN DISCLOSED), WARRANTIES OF TITLE AND NON-INFRINGEMENT, ANY IMPLIED INDEMNIFICATION OBLIGATIONS, OR OTHER WARRANTIES THAT ARISE FROM TRADE USAGE OR CUSTOM, WITH RESPECT TO ANY ASPECT OF THE SERVICE, HEADLINES, HOSTED CONTENT OR ANY COMPONENTS THEREOF OR THE RESULTS OBTAINED FROM THEIR USE, ANY DECISIONS MADE OR ACTIONS TAKEN IN RELIANCE THEREUPON OR AS TO THE PERFORMANCE THEREOF (WHETHER PERFORMED IN WHOLE, PART OR NOT AT ALL). NONE OF SELERITY OR ITS PROVIDERS OR SOURCES GUARANTEES THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE SERVICE, HEADLINES, HOSTED CONTENT OR ANY COMPONENTS THEREOF OR THAT THEY WILL BE ERROR FREE OR FREE FROM COMPUTER VIRUSES OR OTHER INFIRMITY OR CORRUPTION. NONE OF SELERITY OR ITS PROVIDERS SHALL BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS OR DELAYS THEREIN. THE SERVICE, HEADLINES, HOSTED CONTENT AND ALL COMPONENTS THEREOF ARE PROVIDED ON AN “AS IS” BASIS AND CLIENT’S USE THEREOF IS AT CLIENT’S OWN RISK.

5. LIMITATION OF LIABILITY.

IN NO EVENT SHALL SELERITY BE LIABLE HEREUNDER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOST TIME OR GOODWILL, LOSS OF DATA OR BUSINESS INTERRUPTION OF ANY CHARACTER, EVEN IF SELERITY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. IN NO EVENT WILL SELERITY BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DAMAGES IN EXCESS OF THE FEES PAID BY YOU FOR USE OF THE SERVICES IN THE TWELVE (12)-MONTHS PRIOR TO THE EVENT GIVING RISE TO ANY LIABILITY.

6. INDEMNIFICATION

You will indemnify and hold harmless Selerity and its officers, directors, employee and agents, providers and Sources from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services, Headlines, Content or Hosted Content or (ii) your violation of these Terms.

7. TERM AND TERMINATION

7.1. Term.

These Terms commence on the date that you first access or use the Services and will continue in effect until otherwise terminated as set forth below.

7.2. Termination.

Subject to any separate written agreement between you or your Company and Selerity or a Selerity Partner, and to any specific subscription payment terms, you or your Company may instruct Selerity to terminate the Service and the Terms or you can discontinue your use of the Services without any further notice. Selerity may terminate these Terms immediately for any or no reason, without notice. Upon termination, you will cease your use of the Services. These Terms will also terminate upon termination of your account by the applicable Selerity Partner. Further, you acknowledge and agree that your account may be subject to your Company’s control and that your Company may restrict or terminate your access to the Services, at any time.

7.3. Surviving Provisions.

All sections of the Terms which by their nature survive termination shall continue in full force and effect beyond any termination of the Services and such Terms, including, without limitation, all provisions which relate to proprietary rights, disclaimers, limitation of liability, waiver and indemnification.

7.4. GENERAL

7.5. Relationship of the Parties.

Nothing in these Terms will be construed to create a partnership, joint venture or agency relationship between the parties.

7.6. Modifications to the Terms.

The Terms can be changed by Selerity at any time, and those changes shall become effective upon posting, provided however that if we make any material changes that adversely impact you, we will notify you of those changes by posting them on the Services or, if you are an authorized user of a Company that has an agreement with Selerity, by notifying you pursuant to the terms of such agreement, prior to such materially adverse change taking effect. We will update the “Last Updated” date line in the applicable documents to indicate when those changes will become effective.

7.7. Miscellaneous.

Neither party will have the power to bind the other or to incur obligations on the other’s behalf without such other party’s prior written consent. These Terms will be governed by and construed in accordance with the laws of the State of New York applicable to contracts to be performed wholly within such state. In connection with any dispute or litigation arising out of or relating to the Terms, you hereby consent to the exclusive jurisdiction and venue in New York State courts located in the County of New York, in the borough of Manhattan and in the federal courts located in the Southern District of New York. Notwithstanding the foregoing, you agree that Selerity shall be allowed to bring action against you (including an equivalent relief) in any jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply. Neither party may assign or transfer these Terms or any rights granted hereunder, by operation of law or otherwise, without the other party’s prior written consent, except that Selerity may transfer these Terms without consent (a) to a successor of all or substantially all assets of its business and (b) to an acquirer pursuant to any direct or indirect change in control of Selerity, including without limitation, pursuant to any merger, acquisition, consolidation, or other corporate restructuring in which Selerity participates. Any attempted assignment, delegation or transfer by any party in violation of the previous sentence will be null and void. Except as expressly set forth in these Terms, the exercise by either party of any of such party’s remedies under these Terms will be without prejudice to such party’s other remedies under these Terms or otherwise. Failure or delay by either party to enforce any provision of these Terms will not be deemed a waiver of future enforcement of that or any other provision. No waiver of any of the Terms will be valid unless in writing by both parties and designated as such. Any forbearance or delay on the part of Selerity in enforcing any of its rights under Terms will not be construed as a waiver of such right to enforce same for such occurrence or any other occurrence, nor shall any single or partial exercise of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. Where any provision in the Terms refers to an action to be taken by a party, or which such party is prohibited from taking, such provision shall be applicable whether the action in question is taken directly or indirectly by such party. No amendment or modification to these Terms, nor any waiver of any rights hereunder, will be effective unless narrowly specified and assented to in writing by both parties. Any such waiver will not apply with respect to any repeated or continued violation of the same provision or any other provision. In the event that any court having competent jurisdiction over the interpretation of the Terms shall finally determine that one or more of the provisions, covenants or conditions contained herein shall be unenforceable in any respect, then such provision, covenant or condition shall be deemed limited and restricted to the extent that such court shall deem it to be enforceable, and, as so limited or restricted, shall remain in full force and effect. In the event that any such provision shall be deemed wholly unenforceable, such provision shall be deemed deleted from the Terms, and the remaining provisions shall remain in full force and effect. Any such judicial interpretation requiring limitation or deletion of a provision shall be valid only in the jurisdiction in which such interpretation is made.

7.8. Contact Information.

If you have any questions about these Terms or the Services, please contact Selerity at legal@selerityinc.com or by postal mail at: Selerity, Inc. 7 West 36th Street, 4th Floor, New York, NY 10018

Last Updated: November 19, 2015





SELERITY CONTEXT PRIVACY POLICY

Protecting your privacy is very important to Selerity, Inc. We are providing this Privacy Policy to explain our practices regarding the collection, use and disclosure of information that we receive through the Selerity Context service.

This Privacy Policy does not apply to Selerity Partners or third-party websites, platforms, services or applications, even if they are accessible through our Services.

Unless otherwise defined in this Privacy Policy, all capitalized terms shall have the same meanings as in the End User License Agreement. Please make sure that you have read and that you understand our Terms.

1. REVISIONS TO THIS PRIVACY POLICY

Any information collected via our Services is covered by the Privacy Policy in effect at the time such information is collected. We may revise this Privacy Policy from time to time. If we make any material changes that adversely impact you or decrease the privacy and security of your information, we will notify you of those changes by posting them on the Services or, if you are an authorized user of a Company that has an agreement with Selerity, by notifying you pursuant to the terms of such agreement, prior to such materially adverse changes taking effect. We will update the “Last Updated” date line in the applicable documents to indicate when those changes will become effective.

2. COLLECTION AND USE OF INFORMATION

User Account.

Access to the Services is available either directly through Selerity’s stand-alone Service or via Selerity Partners. Access to the Services requires setting up a User Account either directly with Selerity or with a Selerity Partner. If applicable, your Company will create a User Account for you. The login ID and password that are issued to you by Selerity, Selerity Partner or by your Company, as applicable, will enable you to access the Services by signing on directly or through your work credentials. You agree to keep confidential your login IDs or passwords. If a login ID or password is disclosed to any third party or otherwise compromised, you agree to notify Selerity promptly upon becoming aware of the foregoing. SELERITY SHALL NOT BE RESPONSIBLE FOR ANY USE OR MISUSE OF YOUR INFORMATION RESULTING FROM YOUR OR THE COMPANY’S FAILURE TO SECURE YOUR LOGIN ID OR PASSWORD.

When setting a User Account directly with Selerity (as opposed to with a Selerity Partner), the only required information that could contain personally identifiable information (“PII”) is your email address. As explained below, you will need to provide additional PII if you wish to gain access to certain optional add-on features and add-on contents of the Services.

Selerity is not privy to any PII of Selerity Partners users that may be collected by Selerity Partners as part of setting the User Account with such a Selerity Partner. Except as explained below, the only means of identification of Selerity Partner users as such by Selerity is an alphanumerical user reference ID randomly issued by Selerity or by a Selerity Partner to a particular user.

User Activity.

Selerity is tracking and recording users’ activities such as submitting queries, clicking to read recommended articles, sharing articles, expanding article Headlines to see teasers (“Activity Information”). Selerity Services personalization is based primarily on Activity Information and not on the user’s identity. Activity Information collected and stored by Selerity on users will be either linked to the user reference ID or aggregated with that of other users, and in either case will be annoymized. To the extent Selerity has an agreement with your Company, the user reference ID may be associated with your Company.

The collection, storage and use of Activity Information and PII by Selerity is solely to provide and improve our Services, to administer your use of the Services, to respond to your comments and questions, to send you personalized content, marketing materials, or any other information related to the Services.

When providing us with feedback or contacting us via the Service, you are not required to provide any PII and you can remain anonymous.

User Profile.

To obtain access and use rights to certain optional add-on features and add-on contents of the Service, including but not limited to subscription to paid content, receipt of automated tailored emails, sign up to demos, newsletters or marketing materials, you may need to provide us with PII such as your name, title, job description, location and email address. If you make a purchase on the Services, we will collect your credit card (or other payment method) information and transmit the information to our third party payment processor for processing. If the User Account is created on behalf of your organization, we may also collect certain information about your organization such as your organization’s corporate name, email address, postal address, phone number and billing information. All such PII that you provide (“Profile Data”) will be stored by us and linked to your user reference ID (“User Profile”). The provision of Profile Data is optional, however if you elect not to provide the Profile Data you may not have access to or use rights to the optional add-on features and content in the Services.

Automated Data Collection Tools.

Like many online service providers and operators, we use automated data collection tools such as Cookies and Web Beacons to collect certain information.

“Cookies” are small strings of data that are sent by the Site to your browser and then stored by your browser on your computer’s hard drive, mobile phone, or other device, and allow us to recognize you as a user when you return to the Service using the same device and web browser. We utilize “cookies” to, among other things, track usage and trends, allow you to navigate quickly through our Service, facilitate the login processes, allow you to personalize your experience, store your settings and improve the quality of our Services.  We also use cookies to collect usage information, which helps us improve our Service experiences by measuring which areas are of greatest interest to users. We do not store unencrypted PII in the cookies.  Most web browsers automatically accept cookies, but it is possible to change your browser setup or apply other means so that it does not accept cookies. However, rejecting cookies may prevent you from taking advantage of certain features and contents of the Service.   We use both “persistent” and “session” cookies.  Persistent cookies are set once you have logged into the site and will allow us to recognize you as an existing user the next time you access it such that you will not need to log-in before you use the features and services.  However, notwithstanding the placement of a persistent cookie on your computer, in order to access or change any information in your Account or to use certain features of the Service, you will be required to use your login credentials. Session cookies are used to identify a particular visit to the Service and expire after the elapse of a set period or when you close your web browser. We may use different technologies to place such cookies. Note that this Privacy Policy covers only our use of Cookies and does not include use of Cookies by Selerity Partners or any third parties.

“Web Beacons” (also known as Web bugs, pixel tags or clear GIFs) are tiny graphics with a unique identifier that may be included on our Services for several purposes, including to deliver or communicate with Cookies, to track and measure the performance of our Services, to monitor how many users view our Services, and to monitor the effectiveness of advertising. We may target and serve our own ads and third-party ads using ad networks, including third party ad servers, ad agencies, ad exchanges, ad technology vendors and research firms. Ads will not be targeted based on PII but rather solely on an aggregated anonymous basis, which may be inferred from your Activity Information, in addition to the your history of clicking on ads on the Services. To facilitate this we may use various technologies including web beacons pixels, anonymous ad network tags, and cookies.

We may also include web beacons and cookies and other tracking technologies in our e-mail messages, including newsletters, to among other things, determine how many e-mail messages have been opened.

“Log Data”.

Adoption of communications standards on the Internet and use of standard analytical tools results in or may lead to the automatic receipt and tracking of certain information about how you use our Services (we refer to this information as “Log Data”). Log Data may include information such as your Internet Protocol (IP) address, browser type, operating system, the pages or features of our Services to which you browsed and the time spent on those pages or features, frequency with which our Services are used by you, search terms, and other statistics. We use Log Data to administer the Services and we analyze (and may engage third parties to analyze) Log Data to improve, customize, and enhance our Services by expanding their features and functionality and tailoring them to our Authorized Users needs and preferences.

Sharing Features.

While you may share contents made available to you via the Services with other users (subject to the applicable Terms and in compliance with all applicable laws), the sharing tool itself may provided by a Selerity Partner or third parties such that it is not controlled or monitored by Selerity. Therefore, notwithstanding the origination of a message in the Service, the contents of messages posted and exchanged by you via a sharing mechanism are not subject to this Privacy Policy.

Information Sent by Your Mobile Device.

We collect certain information that your mobile device sends when you use our Services, like a device identifier, user settings, and the operating system of your device, as well as information about your use of our Services. Such information helps us to improve, customize and enhance our Services.

Location Information.

When you use our Services, we may collect and store information about your location by converting your IP address into a rough geo-location or by accessing your mobile device’s location services (including GPS coordinates or coarse location) if you enable location services on your device. We may use location information to improve and personalize our Services for you. If you do not want us to collect location information, you may disable that feature on your mobile device.

Opting Out from Automated Data Collection Methods.

You may reject cookies and opt-out from tracking technologies, ad networks, and ad services advertising practices, however in doing so you may lose some of the functionality of the Service and the potential benefit of receiving contents and ads that are targeted to your interests. Note that we do not currently respond to web browser "Do Not Track" signals that provide a method to opt out of the collection of information about online activities over time and across third-party websites or online services.

3. INFORMATION THAT WE SHARE WITH THIRD PARTIES

We do not sell or rent your PII to third parties.  We may share your information only with our affiliates, business partners or third party service providers to provide you with the features and contents on the Service.

Information Shared with Our Services Providers.

We may engage third-party service providers to work with us to administer and provide the Services. Such third parties include, without limitation, those providing database storage and management, customer support software, and direct marketing campaigns. These third-party services providers may have access to your PII only for the purpose of performing services on our behalf and in compliance with applicable laws and regulations.

Information Shared with Third Parties.

We may collect and share Activity Information in an aggregated and anonymized format with third parties for industry research and analysis, demographic profiling and other similar purposes, and for third-party programs to access the Service in a manner that extends the Selerity user experience and helps us operate and improve the Service.

Information Shared with Third Parties for Marketing Purposes.

Where permitted by the Terms applicable to your Account, we may collect and share PII with third parties to provide you with separate services.  If you are an Authorized User of a Company that is subject to the terms of an agreement with Selerity, this will only be with your or your Company’s separate prior consent (as applicable and as required by applicable law).

Information Disclosed in Connection with Business Transactions.

Selerity may, in the future, disclose or otherwise transfer some or all of its assets including your personal information and other information you provide to another third party as part of a sale (actual or negotiated) of the assets of Selerity, its affiliates, a subsidiary or division or as the result of a change of control (actual or negotiated) of Selerity or its affiliate.  Any third party to which Selerity transfers or sells the assets as set forth in the foregoing sentence, will have the right to continue to use the PII and other information that you provide to Selerity.

Information Disclosed for Our Protection and the Protection of Others.

We cooperate with government and law enforcement officials or private parties to enforce and comply with the law. We may disclose any information about you to government or law enforcement officials or private parties as we, in our sole discretion, believe necessary or appropriate: (i) to respond to claims, legal process (including subpoenas); (ii) to protect our property, rights and safety and the property, rights and safety of a third party or the public in general; and (iii) to stop any activity that we consider illegal, unethical or legally actionable activity.

4. YOUR INFORMATION CHOICES

We offer you choices regarding the collection, use and sharing of your PII and we will respect the choices you make. Please note that if you decide not to provide us with the PII that we request, you may not be able to access certain add-on features and content of the Services.

Opt-Out.

We may periodically send you promotional communications (such as free newsletters and emails) that directly promote our Services. Where permitted, third parties with whom we have shared your information in accordance with this Privacy Policy may also communicate directly with you about their own services.  You specifically agree to accept and consent to receiving such communications from us or through us, or from any company with which Selerity has a partnership or with which Selerity subcontracts for the purposes set forth herein. When you receive such promotional communications you will have the opportunity to opt-out of future marketing communications by following the unsubscribe instructions provided in the communications you receive.

We do need to send you certain communications regarding the Services and you will not be able to opt out of those communications – e.g., communications regarding updates to our Terms or this Privacy Policy or information about maintenance support or billing. If you opt out of these communications, you will still receive emails about these matters from us other pertinent information related to our Services. These communications are considered part of the Services which you cannot opt-out from receiving as long as you are an active user of the Service.

Modifying Your User Profile.

We strive to maintain the accuracy of any PII that may have been collected from you, and will use commercially reasonable efforts to respond promptly to update our database when you tell us the information in our database is inaccurate.  It is your responsibility to ensure that such information is accurate, complete, and up-to-date.  You may review and update personally identifiable information that you have provided to us at any time by signing in and visiting your User Profile. We will take steps to delete your information as soon as we can, but some information may remain in archived/backup copies for our records or as otherwise required by law.

If your User Profile is managed by a Company administrator, you can access, modify, correct, and amend the PII associated with your Profile Data by updating the settings, only to the extent permitted by your Company. For questions about how you can manage or restrict and the extent to which you can delete Profile Data please contact the appropriate representative at your Company. Some information, including PII contained in your Profile Data, may continue to be held by your Company subject to your Company’s relevant retention policy, or as otherwise required by law or remain in archived/backup copies for our or your Company’s records.

The Security of Your Information.

We provide reasonable administrative, physical, and electronic measures designed to protect the information that we collect from or about you from unauthorized access, use or disclosure by encrypting and securing access to data in our Services. Please be aware, however, that no method of transmitting information over the Internet or storing information is completely secure. Accordingly, we cannot guarantee the absolute security of any information, including that it will not be intercepted, accessed, disclosed, altered, or destroyed by breach of any of our safeguards. However it is your responsibility to protect the security of your login information. If you suspect unauthorized access to your information, please contact us immediately at support@selerityinc.com

Links to Other Sites.

Our Services may contain links to websites and services that are owned or operated by third parties (each, a “Third-party Service”). Any information that you provide on or to a Third-party Service or that is collected by a Third-party Service is provided directly to the owner or operator of the Third-party Service and is subject to the owner or operator’s privacy policy. We are not responsible for the content, privacy or security practices and policies of any Third-party Service. To protect your information, we recommend that you carefully review the privacy policies of all Third-party Services that you access.

International Transfer

Your PII may be transferred to, and maintained on, computers located outside of your state, province, country or other governmental jurisdiction where the privacy laws may not be as protective as those in your jurisdiction. If you’re located outside the United States and choose to provide your PII to us, we may transfer your PII to the United States and process it there. If you are an Authorized User of a Company that is subject to the terms of a Master Services Agreement, where PII relates to your User Profile, such transfer may be subject to the terms of the relevant Master Services Agreement. We will endeavor to adhere to the principles set forth in this Privacy Policy, regardless of whether information is collected, transferred or retained in countries or jurisdictions that do not require a similar level of protection of your personally identifiable information.  We will retain your PII for as long as necessary to: (i) permit us to use it for the purposes that we have communicated to you; (ii) comply with our legal obligations, resolve disputes and enforce the Terms; and (iii) comply with applicable laws, rules or regulations.

Our Policy Toward Children

You must be at least 18 years of age to use the Services. Our Services are not directed to children under 18 and we do not knowingly collect PII from children under 18. If we learn that we have collected PII of a child under 18 we will take steps to delete such information from our files as soon as possible.

Conflict.

If you are an Authorized User who is using the Services as part of a Company that has a separate agreement with Selerity, in the event of any conflict or inconsistency between the provisions of this Privacy Policy, such separate agreement and the Enterprise User Terms and Conditions, the applicable provision of the separate agreement with your Company shall govern. If you are not an Authorized User that is using the Services as part of a Company that has a separate agreement with Selerity, in the event of any conflict or inconsistency between the provisions of this Privacy Policy and the End User License Agreement, the applicable provision of the End User License Agreement shall govern.

Questions?

If you have any questions about this Privacy Policy or our treatment of your information, please write to privacy@selerityinc.com or by postal mail at: Selerity, Inc. 7 West 36th Street, 4th Floor, New York, NY 10018

Last Updated: November 19, 2015





SELERITY CONTEXT
THIRD PARTY PROVIDERS TERMS & DISCLAIMERS

In addition to, and as part of your agreement with Selerity, Inc. (“Selerity”) your use of Selerity Context (“Services”) is subject to the terms below that are imposed by third party providers regarding the use of their services and products within the Service. The Third Party Terms imposed on you do not amend the terms of your agreement with Selerity.

You may be required, as a condition to access certain portion of the Service to enter into an agreement with a third party provider or to provide Selerity with such third party provider’s approval of access to its services or products that are included in the Service. Terms and conditions imposed on you by a third party provider do not amend the terms of your agreement with Selerity. You are responsible for any costs and fees associated with your agreements with any such third party providers.

Except where you entered into a relevant agreement with a third party provider, no third party provider owes you any duty of care with respect to its services or products or accepts any responsibility therefore. If a contract or duty should be held to exist, Selerity, as agent for each third party data provider and solely for the purpose of following exclusion, excludes the liability of each third party provider for any of your losses which may arise under that contract or duty.

Except where you entered into a relevant agreement with a third party provider, no third party provider owes you any duty of care with respect to its services or products or accepts any responsibility therefore. If a contract or duty should be held to exist, Selerity, as agent for each third party data provider and solely for the purpose of following exclusion, excludes the liability of each third party provider for any of your losses which may arise under that contract or duty.

Certain third party providers may require Selerity to disclose your contact information and additional details about your access to and use of their services and products that are included in the Service.

Third party providers’ services or products included in the Service do not constitute a recommendation to buy or sell securities of any kind and no third party provider has undertaken any liability or obligation relating to the purchase or sale of any securities for or by you.

None of the third party providers guarantees the adequacy, accuracy, timeliness, or completeness of their services or products or that they will be error free, nor do they warrant the results obtained from their use, any decisions made or actions taken in reliance on them or as to their performance. Therefore, you expressly agree that none of the third party providers shall be subject to any damages or liability for any errors, omissions or delays and you acknowledge the services and products are provided on an “as is” basis and your use is at your own risk.

Additional Terms and Conditions:

Financial Times

The redistribution of Headlines or teaser text is prohibited as part of a “paid for” service. The redistribution of Headlines or teaser text is prohibited without an accompanying Headline link and accreditation wording.

Symphony

  1. Symphony is an express third-party beneficiary under Selerity’s agreement with You, with a right to enforce its terms against You;
  2. You are prohibited from disassembling, decompiling or reverse engineering the object code of Selerity service or Symphony technology or materials or any components thereof in order to access, copy or modify any Symphony materials or the Symphony platform; and
  3. Selerity makes no representations or warranties on behalf of Symphony.

Twitter

Your use of any Twitter data is conditioned upon and subject to your compliance with the Twitter Terms of Service located at http://twitter.com/tos

In addition, with respect to any applicable Twitter technology, data, content, or marks (“Twitter Materials”) you shall not and will not attempt or allow others to

  1. reverse engineer, decompile, disassemble or translate the Twitter Materials or otherwise attempt to derive source code, trade secrets or know-how in or underlying any Twitter Materials or any portion thereof;
  2. interfere with, modify, disrupt or disable features or functionality of the Twitter Materials, including without limitation any such mechanism used to restrict or control the functionality, or defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection or monitoring mechanisms of the Twitter Materials;
  3. copy, sell, rent, lease, sublicense, distribute, redistribute, syndicate, create derivative works of, assign or otherwise transfer or provide access to, in whole or in part, the Twitter Materials to any third party;
  4. provide use of the Twitter Materials on a service bureau, rental or managed services basis or permit other individuals or entities to create Internet "links" to the Twitter Materials or "frame" or "mirror" the Twitter Materials on any other server, or wireless or Internet-based device;
  5. use the Twitter Material for any illegal, unauthorized or otherwise improper purposes, including without limitation to store or transmit infringing, libelous, or otherwise unlawful or tortious material, to store or transmit malicious code, or to store or transmit material in violation of third-party privacy rights;
  6. utilize the Twitter Materials to derive or obtain non-public information of individual Twitter users, including without limitation a user’s location;
  7. interfere with or disrupt the integrity or performance of the Twitter service, or any Twitter Materials contained therein, interfering with the ability of any other person to use or enjoy the Twitter service, Twitter Materials, or attempt to gain unauthorized access to the Twitter service or Twitter Materials or related systems or networks; and
  8. remove or alter any proprietary notices or marks on the Twitter Materials.

Last Updated: March 10, 2016





Copyright Policy

Selerity Inc. policy is to promptly respond to clear notices of alleged infringement that comply with the United States Digital Millennium Copyright Act (DMCA) the text of which can be found at the U.S. Copyright Office Website (http://www.copyright.gov). This page sets forth the information that should be included in such notices. It is designed to make submission of notices and counter notices more straightforward while reducing the number of fraudulent notices or notices that are difficult to understand or verify.

Prior to serving either a notice of infringing material or counter notification, you may wish to contact a lawyer to better understand your rights and obligations under the DMCA and other applicable laws. The following notice requirements are intended to comply with Selerity’s rights and obligations under the DMCA, and do not constitute legal advice to you.

We expect our users to comply with applicable laws. If, however, we receive proper notification of claimed infringement, our response to such notices may include removing or disabling access to materials at issue and/or terminating users’ accounts, regardless of whether we may or may not be liable for such infringement under United States law or the laws of another jurisdiction.

If we remove or disable access in response to such a notice, we will make a good-faith attempt to contact the person who placed the materials at issue on our site so that they may make a counter notification under the DMCA.

INFRINGEMENT NOTIFICATION:

Upon receipt of proper notification of claimed infringement, Selerity will follow the procedures outlined herein and in the DMCA.

To file a notice of infringement with Selerity, you must provide a written communication (regular mail or email) that sets forth the information specified below. Please note that you will be liable for damages (including costs and attorney's fees) if you misrepresent or provide fraudulent statements that the material or any activity is infringing your copyright(s). Accordingly, if you are not sure if you are the proper copyright holder or if copyright laws protect your materials, you may want to consult a lawyer.

To expedite our ability to process your request, please use the following format (including section numbers) and provide:

  1. Reasonably sufficient detail to enable us to identify the copyrighted work claimed to be infringed. (For example, "The copyrighted work at issue is the "name of the work" by "name of the author");
  2. Reasonably sufficient detail to enable us to identify and locate the material that is claimed to be infringing (e.g. a link to the page containing the material or the URL);
  3. Information reasonably sufficient to permit Selerity to contact the complaining party, such as a name, an address, telephone number and an email address;
  4. . The following statement: "I have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law";
  5. The following statement: "I swear, under penalty of perjury, that the information in the notification is accurate, and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed"; and
  6. Sign the document.
  7. Send the written communication to:

    Selerity Inc.
    Attn: Content Complaints
    Selerity, Inc. 7 West 36th Street, 4th Floor,
    New York, NY 10018

    OR email to: abuse@selerityinc.com

COUNTER NOTIFICATION

The provider of an allegedly infringing content, whose material has been taken down or has been notified that an infringement claim has been made against such material, may make a counter notification pursuant to the DMCA. To file a counter notification with Selerity, you must provide a written communication (by regular mail or email) that sets forth the information specified below. Please note that you will be liable for damages (including costs and attorneys' fees) if you misrepresent or provide fraudulent statements that the material or any activity is not infringing the rights of others. Accordingly, if you are not sure that you are the proper copyright holder or if copyright laws protect your materials, you may want to consult a lawyer. When we receive a counter notification, we may reinstate the material in question.

To expedite our ability to process your request, please use the following format (including section numbers) and provide:

  1. Reasonably sufficient detail to enable us to identify the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
  2. Information reasonably sufficient to contact you including your name, an address, telephone number and an email address;
  3. The following statement: "I consent to the jurisdiction of Federal District Court for the [insert the federal judicial district in which your address is located]" (or The Southern District of New York if your address is outside of the United States);
  4. The following statement: "I will accept service of process from [insert the name of the person who submitted the infringement notification] or his/her agent";
  5. The following statement: "I swear, under penalty of perjury, that I have a good faith belief that the affected material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled, or that the material identified by the complainant has been removed or disabled and will no longer be shown"; and
  6. Sign the document.
  7. Send the written communication to:

    Selerity Inc.
    Attn: Content Complaints
    Selerity, Inc. 7 West 36th Street, 4th Floor,
    New York, NY 10018

    OR email to: abuse@selerityinc.com

REPEAT INFRINGERS

Selerity may, in appropriate circumstances, disable and/or terminate the accounts of users who are repeat infringers.

Last Updated: November 19, 2015