These Software as a Service Terms and Conditions (the “Terms and Conditions”) cover the relationship between INFINITY Lab Sagl (“INFINITY Lab”) and users (hereinafter referred to as the “Client”) of its flagship product SENTIMENT Lab (“SENTIMENT Lab”) which is marketed on a Software-as-a-Service basis. Client’s use of SENTIMENT Lab shall be deemed Client’s agreement to these Terms and Conditions.

 

Definitions. For purposes of these Terms and Conditions, the terms below shall have the meanings defined below. Additional terms are defined in the preamble above and throughout these Terms and Conditions.

  • “Client Content” means any data, information, trademarks, logos, files, text or other content that may be input into SENTIMENT Lab by Client.
  • “SaaS Term” means the period during which the Services and access to the Software will be provided by INFINITY Lab to Client, including the Initial Term and any Renewal Terms.
  • “Services” means the multiple landing pages serving platform and other services provided by INFINITY Lab via the Software pursuant to these Terms and Conditions.
  • “Software” means SENTIMENT Lab.

 

Web-Based License.

INFINITY Lab grants to Client, and Client accepts, a limited, nontransferable, nonexclusive and revocable license and right to access the Software via the internet and use the Software only as authorized in these Terms and Conditions, for its own purpose and operations, during the SaaS Term. Client acknowledges that its access and use of the Software will be web-based only. The Software will not be provided to Client in CD-ROM form (or any other form of media) and will not be installed on any servers or other computer equipment owned or otherwise controlled by Client. Instead, the Software will be hosted by INFINITY Lab (Amazon Web Services) and accessed and used by Client through the use of the Internet and Client’s computers.

The Software serves solely as an auxiliary tool for financial analysis. INFINITY Lab exercises no control and does not guarantee any consequence, result or achievement deriving from usage of the Services, Software, and/or any feature thereof, and any and all data, tool and/or information provided through or embedded in the Services and/or the Software shall be construed solely as a non-binding recommendation made for the benefit of the Client. The final decision whether or not to use such recommendation shall be made by the Client. Client is aware that some of the Software modules are based on statistical analysis. Therefore, the Software and the use of the Services cannot guarantee any definitive results or consequences, but solely provide non-binding recommendations to Client.

 

Access to Services.

Subject to these Terms and Conditions, INFINITY Lab will offer the Services by making the Software available for Client’s use during the SaaS Term through the Internet. INFINITY Lab will provide Client with logon user name and password combinations that will give Client access to the latest supported version of the Software via the Internet. INFINITY Lab makes no representation as to the security of these codes and takes no responsibility for the security of any data entered into SENTIMENT Lab by users gaining access via those codes. While SENTIMENT Lab is generally compatible with the latest IE, Firefox and Chrome web browsers, INFINITY Lab makes no warranty in this regard.

SENTIMENT Lab cloud-based technology platform runs on Amazon’s EC2 and it is subjected to AWS Service Level Agreements and Terms & Conditions as located at the following URLs (http://aws.amazon.com/ec2-sla/ and http://aws.amazon.com/terms/).

 

Authorized Users.

User logins are for designated individual Users and Client may not allow a User login to be shared or used by more than one individual User. If a maximum number of Authorized Users is specified in the Order Form, the number of Authorized Users accessing the Services shall not exceed such maximum number. Client will use all reasonable efforts to prevent unauthorized access to or use of the SaaS Services and notify INFINITY Lab promptly of any such unauthorized access or use.
Client is responsible to ensure its Users comply with the Agreement.

 

Fees and Payment.

Client shall pay the Service Fees set out in the Plan and as otherwise agreed in writing between the parties.

 

Initial Term and Renewals.

The term of the Subscription shall commence upon the date set forth in the Order Form, and shall continue for a period of twelve (12) months (the “Initial Term”). The Subscription may be renewed for one or more subsequent twelve (12)-month periods (each a “Renewal Term”) upon Client providing INFINITY Lab a new written Order Form.
The Fees for the Initial Term shall be the prices set out in the Order Form. After the Initial Term, unless otherwise agreed by the Parties under the Order Form, all prices set out in the Order Form with respect to the same scope of services, may be revised annually every 1st of January.
Both parties understand that failure to pay license fees when due is, without limitation, a material breach of this Agreement.

 

Limitations.

The Client is licensed to use, and shall use, the Services only for the Authorised Use.
Use of the Software and Services is restricted to use by the specific licensing entity only, and only for Client’s internal business purposes. Client may not use the Software for the benefit of any third parties or provide service bureau or other access or use of the Software to third parties.

Client may not, directly or indirectly, sublicense, assign, transfer, sell, rent, lend, lease or otherwise provide the Software or the Services (including without limitation any capacity) or any portion thereof, to any third party and any attempt to do so is null and void.

 

Support.

INFINITY Lab will provide telephone and e-mail support to Client during the SaaS Term according to INFINITY Lab’s SaaS customary practice.

 

Client Responsibilities.

Client shall purchase a Subscription for each Authorized User and shall not permit any person other than an Authorized User to use or access the Services.
Client shall be responsible for its own use of the Services and for any business, commercial and legal consequence, result or decision it shall take, based upon the Services.

Client will retain responsibility for administering security within the INFINITY Lab applications and Services.

Client is responsible for providing users’ network access to the Software. Client is also responsible for ensuring that its users comply with these Terms and Conditions with respect to use of the Software and Services.

INFINITY Lab shall not be responsible for the reliability or continued availability of the communications lines, or the corresponding security configurations, used by Client in accessing the Internet to access the Software.

Client shall advise INFINITY Lab of any changes to Client’s operations, banking relationships, or other information that would require a change in the support, operation, or configuration of the hosted Software, or the Services.

 

Intellectual Property Rights.

Client agrees that the Software, User Documentation and Services are proprietary products and services and that all right, title and interest in and to the Software, User Documentation and Services, including all associated intellectual property rights, are and shall at all times remain with INFINITY Lab and its third party licensors.

The Software and Services contain trade secret and proprietary information owned by INFINITY Lab or its third party licensors and is protected, inter alia, by pending patents applications and by copyright laws and international trade provisions. Client must treat the Software like any other copyrighted material and Client may not copy or distribute the Software electronically or otherwise, for any purpose.

Any expression or result of INFINITY Lab’s Services, such as findings, analyses, conclusions, opinions, recommendations, ideas, techniques, know-how, designs, programs, tools, applications, interfaces, enhancements, software (object code only), and other technical information (collectively “Work Product”) created by INFINITY Lab in the course of performing the Services hereunder are the property of INFINITY Lab and are licensed to Client, without further license fees, pursuant to the license in these Terms and Conditions.

 

Other Restrictions.

Client may not reverse engineer, disassemble, decompile or make any attempt to ascertain, derive or obtain the source code for the Software.

Software shall not be used for any commercial purpose beyond the functionality driven by the Software. Client will not use the Software or Services to take any actions that: (i) infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation.

 

INFINITY Lab Limited Warranty.

SENTIMENT Lab includes different financial information. The information provided through this software does not constitute a forecast of the market value of the respective instruments at any future point either. It is a result of original and unique methods and technology of information gathering, compilation, analysis and statistical evaluation developed by H2O.

INFINITY LAB DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS OBTAINED BY CLIENT IN USING THE SOFTWARE AND/OR ANY FEATURE EMBEDDED THEREIN, OR THAT THE SOFTWARE WILL MEET CLIENT’S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE OR BUGS FREE.

 

Governing Law; Arbitration.

This Agreement and the performance under it shall be deemed made in and construed in accordance with the Swiss law.

 

Force Majeure.

Neither party shall be liable or considered in default under this Agreement when the delay of performance is caused by circumstances beyond its reasonable control and occurring without its fault or negligence, including failure of suppliers, subcontractors, and carriers, acts of civil or military authorities, national emergencies, fire, flood, acts of God, insurrection, and war, provided the party invoking this Article immediately provides notice thereof to the other and does everything reasonably possible to resume its performance hereunder.