SEMCAT Service Terms of Use
Version 0.3
These Terms of Use govern your use of the SEMCAT Service, provided by Allied Strategy, LLC ("Allied Strategy"). By checking the box below, you are agreeing to these terms of use. Please read the terms carefully.Definitions
"Service" means the SEMCAT Service provided by Allied Strategy, including the access through the SEMCAT Client to Allied Strategy databases, web pages, and other components providing the Service's functionality.Use of Service
You are using this Service through your own initiative and you are responsible for compliance with any governmental or organizational laws and regulations in relation to your use of the Service. You represent that you are of legal age to form a binding contract. Allied Strategy reserves the right to refuse service to anyone at any time without notice for any reason.Use of Software
We may make software available for you to download or use in conjunction with the Service. Such software will be subject to the terms of the license agreement that accompanies it.Service Level Agreement
The terms of the Service Level Agreement for the Service supersede any applicable terms herein. The terms herein provide blanket coverage. See the Service Level Agreement for all guarantees and remedies.Electronic Delivery Policy
You agree that we may provide to you required notices, agreements and other information concerning the Service electronically. We will post the notices on the home page of semcat.net or on the relevant web page of the Service. If you want to withdraw your consent to receive notices electronically, you must discontinue your use of the Service.Proprietary Information
The Service's inner workings are proprietary to Allied Strategy. Title to all associated intellectual property rights is retained by Allied Strategy. YOU MAY NOT ATTEMPT TO MODIFY, TRANSLATE, REVERSE ENGINEER, DECOMPILE, DISASSEMBLE OR CREATE DERIVATIVE WORKS BASED ON THE SERVICE. YOU AGREE NOT TO REPRODUCE, DUPLICATE, COPY, SELL, TRADE, RESELL OR EXPLOIT FOR ANY COMMERCIAL PURPOSES, ANY PORTION OF THE SERVICE, USE OF THE SERVICE, OR ACCESS TO THE SERVICE. Additionally, all Allied Strategy proprietary information is covered by the Non-Disclosure Agreement included by reference herein.Modification of the Service
Allied Strategy reserves the right to modify or discontinue, temporarily or permanently, access to the Service (or any part thereof) with or without notice, at any time. You agree that Allied Strategy shall not be liable to you or to any third party for any modification or discontinuation of access to the Service.No Duty To Monitor
Some aspects of the Service are based on user input. You agree that Allied Strategy is not required to monitor or guarantee the accuracy of these aspects of the Service.Disclaimer of Warranty
THIS SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ALLIED STRATEGY, ITS AFFILIATES AND AGENTS DISCLAIM ALL WARRANTIES AND CONDITIONS, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. YOUR USE OF THIS SERVICE IS SOLELY AT YOUR RISK.Indemnification
You agree to indemnify and hold Allied Strategy, its affiliates, officers, agents and other partners and employees, harmless from any claim, loss, liability or demand, including reasonable attorneys' fees, made by any third party in connection with your use or your agents' use of the Service, in any manner whatsoever.Termination
In the event Allied Strategy believes you are violating any of the Terms, Allied Strategy may suspend or terminate your right to use the Service. Allied Strategy reserves the right to terminate your access to the Service at any time, for any reason, regardless of whether or not any notice is provided to you, without any liability to you or any third party.General Information
This agreement shall be governed by and construed in accordance with the laws of the State of Missouri. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then such provision shall not affect the validity and enforceability of any remaining provisions. This is the entire agreement between the parties relating to the subject matter herein. Modification to this agreement can be made by Allied Strategy at any time, and electronic notice of the modification will be made on semcat.net or through the Service. Continuing use of the Service after such notice comprises acceptance of any modifications.Allied Strategy's Access to Your Clients' Information
The SEMCAT Service and Allied Strategy have no access to your clients' information.
The SEMCAT Service does not receive, process, store, transfer, provide access to, or interact with any of your clients' personal information in any way.
The processing of your clients' personal information occurs solely at your request and only within your local computer's SEMCAT Client install. Your clients' personal information never leaves your local computer until you or your agents explicitly submit that information to one of your chosen carriers.
SEMCAT Non-Disclosure Agreement
It is anticipated that the use or analysis of the SEMCAT Service will furnish the User with certain information that is non-public in nature. In consideration of disclosure of this information, the user agrees as follows:
1. Definition: "Confidential Information" as used herein shall mean all information, documentation, and material belonging to Allied Strategy, disclosed to the user by Allied Strategy, including Allied Strategy's processes, methods, trade secrets, inventions, ideas, experiments, investigations, computer programs, source code, analytical techniques, databases, statistics, customer lists, and financial and other confidential business information that may appear in association with the Service.
2. Trade Secret Acknowledgment: The User acknowledges and agrees that the Confidential Information is proprietary to and a valuable trade secret of Allied Strategy and that any disclosure or unauthorized use thereof will cause irreparable harm and loss to Allied Strategy.
3. Treatment of Confidential Information: The User agrees to use the Confidential Information in confidence and agrees to the following specific obligations with respect thereto:
A. to use the Confidential Information only for the purposes of analyzing and negotiating with Allied Strategy;
B. not to disclose Confidential Information outside of the User and its financial and legal advisors who have a need to know such Confidential Information;
C. to return or destroy Confidential Information to Allied Strategy upon completion of all negotiations between the parties or a determination that the parties will not do business together or upon request from either party, whichever occurs first; and
D. to inform all of the relevant third parties of the existence of this Confidentiality Agreement.
4. Inapplicable Information: Confidential Information shall not apply to any disclosed information that is:
A. in the public domain at the time of disclosure to the User;
B. in the possession of the User as evidenced by its written records at the time of disclosure; or
C. although originally Confidential Information, comes into public domain through no fault of the User.
5. Governing Law: This Agreement shall be construed and enforced in accordance with the laws of the State of Missouri.
6. Terms of Non-Disclosure: this Agreement shall expire five (5) years after the date of the most recent software installation, update, or Service use.
Integration
This Non-Disclosure Agreement is the entire agreement between you and Allied Strategy relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this Agreement. Modification to this agreement can be made by Allied Strategy at any time, and electronic notice of the modification will be made on semcat.net or through the SEMCAT Service. Continuing use of the Service after such notice comprises acceptance of any modifications.
Execution
Allied Strategy explicitly agrees to the above terms.
By Allied Strategy, LLC
This statement shall constitute execution of the agreement by Allied Strategy.