TERMS & CONDITIONS OF USE

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. THESE TERMS AND CONDITIONS MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS WEBSITE. BY USING THIS WEBSITE, YOU (“YOU”) INDICATE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, THEN DO NOT USE THIS WEBSITE OR USE ANY OF SAYARI’S SERVICES. IF YOU ARE PARTY TO A SEPARATE CLICK THROUGH OR SIGNED AGREEMENT WITH SAYARI RELATING TO SERVICES OR DELIVERABLES, THAT AGREEMENT SHALL SUPERSEDE THIS AGREEMENT WITH RESPECT TO SUCH SERVICES OR DELIVERABLES.

1. Copyright and Trademark Information

1.1. Copyright ® 2018 Sayari Labs, Inc. & Sayari Analytics, LLC All rights reserved.

1.2. This website (this “Website”), and the information which it contains, such as text, graphics, images, data, reports, links, information obtained from Sayari’s licensors, services and other material and Deliverables (as defined below) contained on this Website or provided through Services (as defined below) made available on the Website (collectively, “Content”) are the property of Sayari, its affiliates and its licensors, and are protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions, database and other intellectual property rights. You must not copy, transmit, modify, distribute, make available to the public or create any derivative works from any of the content that you find on the Services for commercial purposes without first obtaining our consent to do so. By way of example only, and not as a limitation, “Sayari” and the Sayari logo are registered trademarks of Sayari Labs, Inc., under the applicable laws of the United States and/or other countries. Other Sayari product or service names or logos appearing on this Website are either trademarks or registered trademarks of Sayari Labs, Inc. and/or its affiliates. The absence of a product or service name or logo from this list does not constitute a waiver of Sayari’s trademark or other intellectual property rights concerning that name or logo.

1.3. You may not (and may not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Services. You agree not to access the Services by any means other than through the interface that is provided by us for use in accessing the Services. Any rights not expressly granted herein are reserved.

1.4. All other product names are trademarks or registered trademarks of their respective owners.

2. Services, Subscriptions and Fees

2.1. Services Available Through this Website. Sayari makes available certain services and features via this Website (each a “Service” and collectively, “Services”). Depending on the Service, such Service may be (1) publicly accessible without any purchase of the Service required; (2) accessible only to those who have purchased the Service; or (3) accessible to only those who have subscribed to that Service for a fee. By using this Website, You agree to only use the Service or Services that are publicly accessible or that You have purchased or to which You have subscribed. If You choose to use, purchase or subscribe to one of Sayari’s Services as may be made available from time to time, additional terms and conditions may be imposed by Sayari via a separate click through or signed agreement.

2.2. Rights to Use Website and Services. Your right to use the Website and Services is limited in scope, revocable, personal, non-transferable and non-exclusive. Provided that You comply at all times with these Terms and Conditions and any separate agreement between You and Sayari, and subject to the limitations set forth herein, Sayari will provide You with access to the Website and, to the extent You subscribe or purchase Services, the Services. You are responsible for obtaining any equipment and Internet service necessary to access the Website and Services.

2.3. Deliverables; User Licenses. You will receive specific ordered report or other deliverable (“Deliverable”) or You will receive a certain number of “User” licenses. If You choose to subscribe to Sayari’s Services on an ongoing basis, all Users will have access to Services, as well as any additional features made generally available on the Website while You are in good standing. Users may use help, FAQ’s, and other support made generally available on the Website. If You are simply purchasing a Deliverable available from the Website, then these terms apply only to that purchase and do not provide any ongoing right to access or use the Services. Numerous reports, data and other services are offered at the Website for additional fees. All terms used but not defined herein are set forth on the Website. You hereby covenant to ensure that all users that gain access to the Website and/or the Services from You are bound by these terms. Except as expressly set forth in this Agreement or other written agreement between You and Sayari, no license or other right in or to the Website, Services or Content are granted to You, by implication, estoppel, or otherwise, and all such licenses and rights are hereby reserved.

2.4. Fees. You shall pay all fees or charges to Your account with Sayari in accordance with the fees, charges, and billing terms in effect at the time You subscribe to the Services or that You order the applicable Content from the Services. You shall be responsible for any and all use, sales or other taxes arising from Your use of any Deliverables or Services provided by Sayari or its third party suppliers.

2.5. Login Credentials. If Sayari provides You with a username and/or password (“Login Credentials”), You agree that You are responsible for protecting Your Login Credentials from unauthorized use, and You are responsible for all activity that occurs under those Login Credentials. You agree to notify us immediately if You believe that any of Your Login Credentials has been or may be used without Your permission so that appropriate action can be taken. Sayari is not responsible for any loss or damage caused by, or expense incurred by You as a result of, Your failure to safeguard Your Login Credentials.

2.6. Term Your subscription to Services or access to paid Content shall commence on the date You first used the Services or download or otherwise receive such Content, and shall continue for the period of time for which You have subscribed to the Services, unless earlier terminated or extended pursuant hereto.

3. Use of Content

3.1. You may view, copy, download, and print Content, subject to the following conditions: (i) the Content may be used solely for Your internal informational purposes, and no part of the Website, Services, or Content may be reproduced, transmitted or otherwise distributed in any form, by any means, electronic or mechanical, including photocopying and recording for any other purpose and (ii) copyright, trademark and other proprietary notices may not be removed from any Content or other materials obtained from the Services.

3.2. Any special rules for the use of certain Content accessible through subscription services on this Website may be included elsewhere within the Website and are incorporated into these Terms and Conditions by reference.

3.3. The Content is protected by copyright under both United States and foreign laws. Title to the Content remains with Sayari or its licensors. Except as expressly set forth in these Terms and Conditions or other click through or written agreement between You and Sayari, no license or other right in or to this Website or Content are granted to You, by implication, estoppel, or otherwise, and all such licenses and rights are hereby reserved. Any use of the Content not expressly permitted by these Terms and Conditions is a breach of these Terms and Conditions and may violate copyright, trademark, and other laws. Content and features are subject to change or termination without notice in the sole discretion of Sayari. You shall not:

3.3.1. modify, adapt or create derivative works based on the Website, the Services available from Sayari or the Website’s Content;

3.3.2. “scrape”, “crawl”, “frame” or “mirror” any Content or create Internet “links” to or from the Website;

3.3.3. disassemble, reverse engineer, or decompile the Services provided via this Website or Content, or access the Website or Content in order to build a competitive product or service, build a product or service using similar ideas, features, functions or graphics, or copy any ideas, features, functions or graphics;

3.3.4. use, intentionally or unintentionally, the Services or any of content therein, in a manner that constitutes an infringement of our rights or the rights of other users or third parties or that is contrary to or in violation of any applicable international, national, federal, state, or local law, rule, or regulation having the force of law;

3.3.5. modify, merge, copy, reproduce, download, export, duplicate, store, disseminate, distribute, transfer, display, disassemble, reverse engineer, tamper with, or otherwise attempt to decrypt or derive content, source code, any trade secrets or any proprietary information or create any applications or any derivative works thereof, or otherwise exploit the Services or any portion thereof, without our prior written authorization;

3.3.6. attempt to gain unauthorized access to the Services or the server on which the Services are stored or any server, computer or database connected to the Services; or attempt to circumvent any restrictions imposed on your use or access of the Services;

3.3.7. use any robot, spider, other automatic software or device, or manual process to monitor or copy content, or use any framing techniques to include any portion of the Services, without our prior written authorization;

If You violate any of these Terms and Conditions, Your permission to use the Content automatically terminates and You must immediately destroy any copies You have made of any portion of the Content.

4. Notice and Take Down Procedures; Copyright Agent

4.1. If You believe any materials accessible on or from this Website infringe Your copyright, You may request removal of those materials (or access thereto) from this Website by contacting Sayari’s copyright agent (identified below) and providing the following information:

4.1.1. Sayari Copyright Agent, 829 7th Street NW, Floor 3, Washington DC 20001 USA

4.1.2. Identification of the copyrighted work or infringing material that You believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work.

4.1.3. Your name, address, telephone number and (if available) e-mail address.

4.1.4. In an effort to protect the rights of copyright owners, Sayari maintains a policy for the termination, in appropriate circumstances, of subscribers and account holders of this Website who are repeat infringers.

5. Indemnity

5.1. You agree to indemnify, defend and hold harmless Sayari, its affiliates, officers, directors, employees, consultants, agents, representatives, licensors, and suppliers, from any and all claims, losses, liability, damages and/or costs (including reasonable attorneys’ fees and costs) arising out of or relating to (1) Your use of the Website, Services and/or Content; (2) Your violation of these Terms and Conditions, including without limitation any representations and warranties hereunder and any agreements incorporated by reference; and/or (3) Your infringement, or infringement by any other user of Your account(s), of any intellectual property or other right of any person or entity.

6. Enforcement of Terms and Conditions

6.1. These Terms and Conditions are governed and interpreted pursuant to the laws of the State of New York, United States of America, without reference to its conflicts of law principles, to the extent such principles would apply the law of any other jurisdiction.

6.2. All disputes arising out of or relating to these Terms and Conditions shall be finally resolved by arbitration before a single arbitrator conducted in the English language in New York, New York, U.S.A. under the Commercial Arbitration Rules of the American Arbitration Association. The parties shall appoint as sole arbitrator a retired judge who presided in the State of New York. The parties shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys’ fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding this, application may be made to any court for a judicial acceptance of the award or order of enforcement. Notwithstanding the foregoing, Sayari shall be entitled to seek injunctive relief, security or other equitable remedies from the United States District Court for the Southern District of New York or any other court of competent jurisdiction.

6.3. If any part of these terms is held to be unlawful, void or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions. Sayari may, at its sole discretion and without notice, revise these terms at any time by updating this posting.

7. Entire Agreement

7.1. These Terms and Conditions are the entire agreement between the parties relating to the subject matter herein, supersedes all previous communications, understandings and agreements (whether oral or written) and shall not be modified except in writing signed by both parties, in Your express acceptance of other terms in the course of Your use of this Website or by posting by Sayari of new Terms and Conditions from time to time; provided that, if You have an existing click through agreement or written agreement with Sayari regarding Services or Content, that existing click through agreement or written agreement shall continue in full force and effect without amendment by these Terms and Conditions.

8. Other Terms

8.1. These Terms and Conditions do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

8.2. Neither party is authorized to assume or create any obligation or responsibility on behalf of, or in the name of, the other or to bind the other in any manner.

8.3. You may not assign or transfer these Terms and Conditions without Sayari’s prior written consent.

8.4. Sayari retains ownership of all intellectual property rights to its Content, technology, software, documentation and tools used in connection with the Website, Services, and/or Content.

8.5. Notices delivered under these Terms and Conditions must be given in writing and will be effective when received.

8.6. The headings and captions used in these Terms and Conditions are used for convenience only and are not to be considered in construing or interpreting these Terms and Conditions.

For Additional Information

If you have any questions about the rights and restrictions above, please contact Sayari by email at info@Sayari.com.

Copyright ® 2018 Sayari Labs, Inc. All Rights Reserved.